Teaching & Research
Lectures, Seminars & Research
Sharing know-how and generating academic research in our core areas is a personal matter of concern to us and also an integral part of our professional activities. In this way, we want to contribute to the advancement of both students and professionals.
In addition, we actively take part in the professional discourse by way of interdisciplinary research (e.g. in the Institute for Executive Affairs) on the international level and also make use of the findings for our advisory practice.
Lectures at the EBS University of Economics and Law and formerly at the University of Cologne. Guest lectures at Hong Kong University, Hong Kong Baptist University and Renmin University Beijing.
Seminars for managing directors in the Excellence Program of Frankfurt School of Finance & Management.
Corporate Finance workshops for supervisory board members as part of the Board Academy since 2010.
Inhouse workshops for executives and non-executives on duties, restructurings and corporate finance.
EBS Universität für Wirtschaft und Recht
Fundamentals of Company Law
Lecture in English at EBS Business School in Oestrich-Winkel for bachelor students from different countries. Independent from a specific jurisdiction, basics of business law (e.g. legal forms, corporate governance), equity, debt and hybrid capital, M&A structures, turnaround solutions as well as basic knowledge regarding accounting and tax are presented. In the end, students take part in a written exam.
Introduction to Company Law
Characteristics of Companies (e.g. Legal Forms, Capital Requirements, One Tier / Two Tier Board System), Formation and Capitalization of Companies.
Legal Framework for Boards & Shareholders
Fiduciary Duties, Business Jugdment Rule, Shadow Directors, Liability, Piercing The Corporate Veil.
Mergers & Acquisitions
Share Deal, Asset Deal, Transaction Process (Sell-Side), Public Take-Over.
Equity, Debt, Mezzanine, Cash
Capital Raisings, IPOs/DPOs, Syndicated Lending, Private Placements, Bonds, Hybrid Bonds, Convertible Bonds, Cash Pooling.
Restructurings & Insolvencies
Financial and Non-Financial Covenants, Covenant Breach, Waiver, Standstill Agreements, Restructuring Loans, Letters of Comfort, Guarantees, Subordindation, Distressed M&A, Debt Equity Swap.
Compliance, Accounting, Tax
Compliance Management System, Whistleblowing, IFRS vs. Local GAAP, Tax Types.
Frankfurt School of Finance & Management
Excellence Program For Managing Directors
One-day seminar and inhouse workshops in German for managing directors at Frankfurt School of Finance & Management: participants get an introduction to the legal working knowledge for their work as managing directors. Thereafter, court decisions on typical situations in the day-to-day business and transactions are being presented. Participants learn how to reduce personal liability risks and how to fulfill duties in the corporate crisis.
Business Judgment Rule
Duties of care under German law pursuant to para. 43 GmbHG and para. 93 AktG.
Duties in the day-to-day business
Business opportunities doctrine, non-compete clauses, collateral in favor of shareholders, liability for sham self-employed employees, liability for consulting contracts with supervisory board members, intellectual property from managing directors, etc.
Obligations during transactions
Obligation to conduct due diligences, confidentiality duties and disclosure of information to potential buyers, submission of a mandatory offers in case of public takeovers, obligation to comment and duty to remain neutral in case of public takeovers.
Obligations in corporate crisis
Restructuring duties, information duties, obligation to convene the shareholders meeting, payment ban, resignation during a corporate crisis, payment of taxes and social security contributions, obligation to file for insolvency, etc.
Corporate Finance For Non-Executives
Two-day seminar for non-executive directors: Participants learn more about economic and legal basics of corporate finance. Selected solutions and structures in capital markets, financings and M&A are explained in relation to relevant questions from the perspective of non-executive directors’ followed by a detailed look into the duties of the board of directors and solutions in a corporate crisis. In the end, successful participants get a certificate after having passed a written test which also includes the other Board Academy modules.
Core areas of corporate finance, corporate finance solutions along the balance sheet, capital requirements, investment calculation (e.g. IRR), debt capacity analysis.
External and internal financing, costs of capital, debt ratio and financial covenants (e.g. Leverage) and Non-Financial Covenants (Pari Passu, Negative Pledge, Cross Default).
Bilateral loans, syndicated loans, promissory notes / private placements, hybrid bonds, mezzanine capital, bonds / bonds, convertible bonds, capital increases, IPOs / DPOs, factoring, forfaiting, supply chain finance, cash pooling.
Mergers & Acquisitions
Share deal, asset deal, transaction process, company valuation, legal specifics.
Covenant Breach, Standstill Agreement, Waiver, Bridge Loan, Restructuring Loan, Letter of Comfort, Parental Guarantees, Qualified Subordination, Debt Buy Back, Debt Equity Swap, Bond Restructuring, Distressed M&A.