Outsourced Investment Manager
Managing Corporate Investments in Germany and overseas
On behalf of our international corporate clients, we take the role as an external investment manager of their equity stake or subsidiary in Germany – covering the acquisition, ongoing support and divestments. In this regard, we contribute both our legal and commercial know-how (e.g. financing, company valuation) and render monitoring services.
In addition, we participate in committee meetings and manage the investment in accordance with the strategic objective of the client in close coordination with the board members. Based on of our own management experience in blue chips/large caps and mid caps, we therefore make value contributions to growth and restructuring projects of our clients’ investments.
Acquisitions
Implementation of M&A Transactions and Acquisition Financings
Based on our practical experience in the corporate finance sector, we provide legal advisory to companies in terms of the purchase or sale of investments and related financings. We also bring in our commercial know-how with regard to company valuation and M&A processes. This applies not only to equity stakes and subsidiaries in Germany but also to their international operations: as a coordinating law firm, we have been in charge of implementing transactions in China, Hong Kong, Singapore, Australia and Turkey with the involvement of local law firms.
In addition, we render legal advisory services combined with commercial know-how in the fields of financial modelling, loan application processes in banks and the requirements of investors in order to arrange tailor-made financing solutions for investments of our clients. In addition to common loans, this can also comprise of hybrid capital instruments. The following aspects give an impression of our services:
Share Purchase Agreements or Asset Purchase Agreements
Operating Lease Agreements
Shareholders’ Agreements
Transition Agreements
Acquisition Financings
Day-to-day Support
Legal Investment Manager and Sparring Partner for Executives
Once the acquisition has been completed, we closely or selectively accompany the investment in all formal matters, depending on the requirements of our clients. On the one hand, this includes corporate law aspects such as board resolutions, amendments to the Articles of Association or commercial register applications. On the other hand, we take care of day-to-day matters and projects, prepare negotiations and participate in meetings.
In addition, we coordinate other experts both in Germany and abroad with regard to tax or accounting matters, for instance. In this way, we relieve our clients of administrative tasks giving leeway for strategic and operational matters. The following aspects give an impression of our services:
Preparation and coordination of Board Meetings
Amendments to the Articles of Association, transfer of registered office, changes to the Executive Board
Commercial register applications incl. involvement of notary
Coordination with regard to annual financial statements/accounting and tax returns
Preparation of legal documents in the day-to-day business and for projects (e.g financing agreements, cash pool)
Restructuring
Financial Realignment and Crisis Management
If the investment gets distressed, we develop a legal concept for financial restructuring in close coordination with the client and the management of the subsidiary as well as other experts. This may include, for example, the reorganization of loans or the sale of shares. In doing so, we contribute our experience from the restructuring practice, our entire international network and our knowledge of the requirements of banks and investors in special situations.
We take care of formal requirements for the implementation of the concept, participate in committee meetings as well as negotiations with banks and investors on behalf of the client and accompany all defined steps. If despite all efforts insolvency is unavoidable or the appropriate solution for our client in the individual case, we advise on the orderly preparation of insolvency proceedings. The following aspects give an impression of our services: