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Corporate Law, M&A
Corporate transactions and transformations in Germany
Corporate transactions as well as tax structuring are part of the focus of our work. We assist investors, shareholders and management at all stages of M&A processes in Germany - in domestic and cross-border transactions. For comprehensive advice and support, we draw on the expertise of our entire team of certified specialists and tax advisors.
M&A, company acquisitions, private equity, venture capital in Germany
Our transaction lawyers and tax advisors advise on private equity deals and support you in company and investment acquisitions in Germany. We assist you in risk analysis in due diligence procedures, in contract negotiations and ensure contract execution.
We engage for company founders and investors in start-up projects during financing rounds and support them in special participation issues in Germany, such as virtual employee stock ownership (ESOP, VSO).
Acquisition of companies, acquisition of shareholdings
Company sale
Company sale & taxes
Company purchase agreement
Company Financing
Company valuation
Purchase price determination, reconciliation of enterprise value to equity value
Letter of Intent
Private Equity
Management participation, employee participation, virtual participation
Transformations, joint ventures, shareholder agreements in Germany
Our transactional lawyers assist with national and international corporate transformations. We support companies and groups of companies in mergers, spin-offs and demergers at the corporate, Labour and tax levels. Our team of certified specialists and tax advisors is experienced in international joint venture mergers of domestic and foreign companies.
We also assist shareholders and shareholder groups in developing shareholder agreements, shareholder agreements and pool agreements under German law. Our team of English-speaking German attorneys secures the execution of investment agreements at annual general meetings and shareholder meetings in German AGs, as well as in German court proceedings.
Overview Transformation, Restructuring
Conversion of E.K. into GmbH
Conversion GmbH & Co. KG into GmbH
Merger & Demerger
Voting trust and pooling agreements
Trust agreement
Joint Venture
Shareholder agreements, participation agreements and investment agreements in Germany
Financial Services, Financing
In matters of financing and bank regulatory law, we ensure a secure framework for financial service providers and find efficient financing structures for companies and projects.
Legal advice on project, real estate and acquisition financing, structured financing, and contractual documentation
Corporate financing advice: equity capital, loan capital, and alternative types of financing - (atypical) silent participations, profit participation rights, profit participating loans, bonded loans
Legal advice on individual matters regarding corporate financing – cash pooling systems, factoring, trade credits
Assistance regarding international financing matters, loan insurance, export credit agencies, documentary credits
Assistance in German Federal Finance Supervision Authority proceedings in accordance with the German Banking Act, the German Capital Investment Code, and the Securities Act – formation, products and distribution, regulatory reporting
Advice, training, and implementation in the areas of money laundering, compliance, and remuneration systems
Conception and development of financial products, investment funds, and closed funds products
Preparation and review of prospectuses and informational material; assistance in approval procedures
Advice and prevention in connection with advisor and intermediary liability; assistance in liability disputes
Real Estate Law
We advise both companies and wealthy private individuals in the core areas of real estate law. Our expertise ranges from the drafting of contracts, to the assistance in financing, to lease and brokerage law matters. As a business law and tax consulting firm, we offer our clients one-stop legal and tax advice in all real estate matters.
Drafting of contractual documentation and management of real estate transactions (residential and commercial properties) by way of asset or share deals
Real estate Due Diligence
Real estate based corporate law (e.g., joint ventures, family holdings)
Tax efficient inbound structures for real estate investments in Germany
Advice on real estate transfer tax (RETT)
Legal advice to real estate buyers in matters of transaction financing (equity capital and loan capital)
Legal advice to project developers on financing matters
Expert advice on individual property law matters (e.g., easements, preliminary purchase rights in rem, usufructs)
Asset management agreements
Legal opinions on matters of German real estate law
Advice on commercial leasing law
Advice on real estate brokerage law, in particular the securing of commission for real estate brokers
Inheritance, Estate Planning, Business Succession
Inheritance law is complex and differs considerably in important areas from that of other states. If you are planning or currently involved in an inheritance with a connection to Germany – whether because one of the parties lives in Germany or because assets are located in Germany – it is generally advisable to consult a lawyer specialising in German inheritance law.
HOXHA LAWFIRM is one of the most renowned inheritance law firms in Germany. Our English-speaking certified specialists in inheritance law and tax advisors advise wealthy individuals and entrepreneurs throughout Germany and abroad on all legal and issues relating to succession.
Distribution, Trade and International commerce
We advise companies, sales representatives, and other distribution agents such as licensed dealers, brokers, and franchisers in the area of trade and distribution law – also across borders and in court or arbitration tribunals.
Structuring and management of tax-optimized distribution structures
Drafting and optimization of sales representative agreements and other distribution agreements
Reviewing and advising on relevant tax and antitrust law obstacles
Reviewing of claims under distribution law, in particular claims to commission, compensation, and information
Enforcement and defense of claims
Advising on prohibition of competition and compensation for non-competition under distribution law
Support in negotiations of contracts
International commercial law, in particular advising on UN sales convention (CISG) and cross-border distribution transactions
IP, IT, Competition
IP, IT, Competition
Intellectual property rights are strategic instruments to support and promote a company’s overall strategy. We protect your intellectual property from the idea to the actual product, defending it against competitors and others. We also help our clients optimizing the distribution of their IP know-how. We also advise on all aspects of cutting-edge information technology law, including technology driven data protection.
Trademark protection from research to entry and exploitation
Monitoring of trademark collisions; defence in conflict situations
Reviewing- of copyright infringements (texts, pictures, etc.)
Drafting of license agreements (distribution agreements, technology agreements)
Advice and representation on competition law and antitrust law
Review of Internet sites for breaches of competition law
Advice on advertising measures (advertising law)
Ongoing advice regarding intellectual property
Enforcement or defence of claims relating to property right infringements in and out of court
Advice on IT, media and data protection law
Asset Protection
Protection of assets from creditors, ex-spouses, beneficiaries of the compulsory portion or the tax authorities
Private Wealth is not only threatened by inflation and taxes. Entrepreneurial activities, financing, divorces and succession all carry the inherent risk of significant financial losses. Therefore, it is vital to design and implement at a very early stage measures aiming at protecting both commercial and private assets. Asset protection is a multi-disciplinary service which requires the joint effort of attorneys and tax advisors.
Employment
Employees essentially determine the success and failure of a company. We provide the labor and employment law structure by advising and representing employers, managing directors and executives. In addition to individual employment law, we also advise and represent clients on all matters involving work councils and collective bargaining law, as well as in restructuring the transfer of business.
Drafting and reviewing of employment agreements and managing director agreements
Social security law reviews
Reviewing and drafting of covenants not to compete and compensation for non-competition
Representation in labor and employment law disputes in and out of court
Occupational mediation and extrajudicial conflict management
Labor law advice regarding business restructurings
Assistance in the transfer of business within the framework of restorations, job placement companies, and tariff changes
Structuring of management and key employee participations and employee-owner programs (ESOP, phantom stocks, virtual shares)
FAMILY LAW
Family law is a key area of competence at HOXHA LAWFIRM . Beside more common matters such as divorce, prenuptial agreements, etc., our services as a corporate law firm especially cater to entrepreneurs, executives and shareholders with significant business assets (i.e. a company, a business, shares) as well as larger real estate assets. Our international setup allows us to handle issues spanning across various boarders.
Effects of marriage and divorce on business and personal assets
Even the more “common” areas within family law are rather complex even to specialized legal advisors. Interdisciplinary expertise is an absolute must, when entrepreneurs are to get married or face divorce proceedings and business assets (such as a company or a business) become part of the estate. Certain precautionary measures, such as reaching a prenuptial agreement, are well advised. Divorce cases require a significant corporate legal expertise in order to effectively protect the client's interest, such as the proper value assessment of the business in order to determine the statutory capital gains adjustment. Such cases equally require attorneys specialized in family law and corporate law, or even tax law.
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