Corporate Law Capital Markets Law. P+P Pöllath + Partners Berlin, Frankfurt, Munich

Transcription

1 Corporate Law Capital Markets Law P+P Pöllath + Partners Berlin, Frankfurt, Munich

2 How P+P works P+P specializes exclusively in narrowly focused fields of legal and tax advice in which we have long-time experience and offer state-of-the-art advice. We believe that four parameters are the key to our approach: Expertise Independence Judgement Full Service P+P professionals dedicate themselves only to selected areas of corporate and transaction-related legal advice and are at the top of their fields of expertise. We advise our clients, who are our first priority, based on long-term experience and in-depth expertise. P+P is not part of any other firm or formalized network of firms. Instead we work mandate-related with leading experts and firms of our international network on mandate-to-mandate basis. These colleagues are top-ranked in their individual fields of expertise as well. Our clients deserve more than pure legal or tax analysis. They can expect clear and well-founded recommendations. P+P stands for pragmatic advice rather than lengthy memos. We do not prejudice our clients decisions, but we do have a straightforward opinion on what the decision should be from a professional point of view. We provide our clients with full service. High responsiveness and flexibility are a matter of course. Our full service includes 24 hours a day / 7 days a week availability of all our offices. 2 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW 3

3 What we do We provide you with comprehensive services in corporate law and capital markets law: Corporate Advisory, Capital Measures, Reorganizations Public Takeovers, Capital Markets Law Corporate Litigation, Corporate Compliance We advise publicly listed and private companies on by way of spin-offs and hive downs of corporate A core area of our service is advice on public We are involved in all areas of court and out-of- the preparation and execution of their general and divisions, national and international mergers, takeovers and private placements. This includes all court corporate disputes, such as contestation and shareholder meetings, as well as on all corporate reorganizations related to co-determination law relevant corporate, capital markets- and stock voidance claims against resolutions of general and advisory matters related to management boards, and conversions of legal form, e.g. into a European markets law-related questions. We also frequently shareholder meetings, claims for damages against managing directors, supervisory and administrative stock corporation (Societas Europaea, SE) or a part- advise on subsequent structural measures (Taking members of corporate bodies as well as sharehol- boards (corporate governance). We conduct capital nership limited by shares (Kommanditgesellschaft Private), in particular the preparation and implemen- der and M&A disputes. Our legal advice in the area measures and reorganize corporate group structures auf Aktien, KGaA). tation of domination and profit and loss transfer of corporate compliance comprises prevention and agreements and the implementation of squeeze-outs. control by way of implementation and improvement Another focus is ongoing advice on capital markets of the compliance organization as well as the con- law for publicly listed companies. duct of internal investigations in case of potential breaches of compliance regulations. 4 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW 5

4 Who we advise We advise publicly listed and private companies as well as their corporate bodies and owners, working for big publicly listed corporations as well as for medium-sized and small businesses. Our mandates include: Corporate Advisory, Capital Measures, Reorganizations Advising the Hans Michel Piëch family on the acquisition of Porsche Automobil Holding SE shares as well as ongoing capital markets law advice Advising Wacker Neuson SE on their strategic cooperation with John Deere Advising Giesecke & Devrient GmbH on the implementation of a group-wide corporate governance Advising Abeking & Rasmussen Schiffs- und Yachtwerft Aktiengesellschaft on their conversion into a European stock corporation (SE) by way of merger Advising Allgeier SE on a capital increase Ongoing capital markets law-related advice of Nemetschek SE Advising the Mohn family, owners of Bertelsmann, on the conversion of Bertelsmann AG into Bertelsmann SE & Co. KGaA Advising PUMA Aktiengesellschaft Rudolf Dassler Sport on their conversion into PUMA SE Public Takeovers, Capital Markets Law Advising Münchener Rückversicherungs-Gesellschaft, Deutsche Bank AG and WMF Group GmbH on the sale of their shareholdings in the publicly listed BHS tabletop AG to the Serafin group Advising DATA MODUL AG in the public takeover offer of Arrow, Inc. and the post takeover integration into the group Advising several different institutional investors on the IPO of windeln.de AG Advising W.E.T Automotive Systems Aktiengesellschaft in the public takeover bid by its American competitor Amerigon, Inc. (now: Gentherm, Inc.) with subsequent integration into the Gentherm group (domination and profit and loss transfer agreement, squeeze out) and defense against contestation as well as voidance claims and conduction of release proceedings Advising the Kreke family, founders of Douglas, with regard to the public takeover bid of DOUGLAS HOLDING AG by the American financial investor Advent International as well as the subsequent sale to the financial investor CVC Capital Partners, respectively followed by a concurrent re-investment of the Kreke family in the takeover vehicle Corporate Litigation, Corporate Compliance Advising the US-investment fund Magnetar Capital with regard to the public takeover of Celesio AG by McKesson, Inc. and the successful enforcement of a claim for top-up on the basis of the minimum price regulation of the German Takeover Act (including proceeding before the German Federal Supreme Court, BGH) Advising the supervisory board of Deutsche Bank AG on the conduct of internal investigations and the assessment of potential compliance violations by (former) management board members Advising the supervisory board of a major bank based in Munich on the assessment of potential breaches of duty by (former) management board members Defense of the former spokesman of the management board of Deutsche Apotheker und Ärztebank e.g. in a D&O liability suit with regard to the acquisition of derivates Defense of former management board members of Arcandor AG (former: KarstadtQuelle AG) against several D&O liability suits of the insolvency administrator 6 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW 7

5 Who we are From left to right Philipp Opitz, Jasmin Wagner, Dr. Tobias Hueck, Dr. Sebastian Seier, Christoph-Alexander May, Dr. Wolfgang Grobecker, Dr. Eva Nase 8 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW 9

6 Dr. Wolfgang Grobecker, LL.M. Attorney-at-law, Partner Munich Dr. Wolfgang Grobecker has advised on the full range of corporate law, group law and capital markets law including stock exchange law, securities trading law and takeover law for many years. He also focuses on corporate litigation. CV Joined P+P in 2010 Partner in a major German law firm ( ) Admitted to bar in 1999 Studied law in Trier, Geneva, Regensburg (Ph.D.) and Cambridge (LL.M.) Languages German, English, French Contact Tel +49 (89) wolfgang.grobecker@pplaw.com 10 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW

7 Dr. Eva Nase Attorney-at-law, Partner Munich Dr. Eva Nase advises on the full range of corporate law, group law and capital markets law including stock exchange law, securities trading law and takeover law. She specializes in reorganizations and corporate governance issues, as well as in corporate litigation. CV Joined P+P in 2002 Associate in an American law firm ( ) Admitted to bar in 2002 Studied law in Bielefeld and Münster (Ph.D.) Languages German, English Contact Tel +49 (89)

8 Philipp Opitz Attorney-at-law, Senior Associate Munich Philipp Opitz advises on the full range of corporate law, group law and capital markets law. He specializes in corporate litigation. CV Joined P+P in 2013 Admitted to bar in 2012 Work experience in an international law firm in Hamburg ( ) Legal traineeship in Hamburg with stations in a leading German law firm and a commercial notary's office and in Cape Town at the German Consulate General Studied law, also including an additional education as a commercial lawyer, in Bayreuth and Bilbao Languages German, English, Spanish Contact Tel +49 (89) philipp.opitz@pplaw.com 12 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW

9 Dr. Tobias Hueck Attorney-at-law, Senior Associate Munich Dr. Tobias Hueck advises on corporate law, stock corporation law and capital markets law. He specializes in corporate compliance, corporate governance, family businesses and D&O liability issues. CV Joined P+P in 2015 Secondment at a major British law firm in London Admitted to bar in 2015 Legal traineeship in Berlin and Hamburg with stations at the Federal Ministry of Justice (department for company law and corporate governance) and a major German law firm Studied law in Marburg, Leuven (KU Leuven), Münster and Berlin (Humboldt-University of Berlin, Ph.D.) Contact Languages German, English Tel +49 (89) tobias.hueck@pplaw.com 13

10 Dr. Sebastian Seier Attorney-at-law, Associate Munich Dr. Sebastian Seier advises on corporate law, stock corporation law and capital markets law. He specializes in consulting management boards and supervisory boards, advising on M&A transactions as well as corporate governance and corporate litigation. CV Joined P+P in 2016 Admitted to bar in 2015 Legal traineeship in Munich with stations in a leading German law firm and in Shanghai at the German Consulate General Studied law in Munich, Copenhagen and Bayreuth (Ph.D.; scholarship Max-Planck-Institute of Innovation and Competition, Munich) Languages German, English Contact Tel +49 (89) sebastian.seier@pplaw.com 14 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW

11 Christoph-Alexander May Attorney-at-law, Associate Munich Christoph May advises on corporate law and capital markets law-related issues. He specializes in stock corporation law, partnerships law as well as corporate litigation. CV Joined P+P in 2017 Admitted to bar in 2017 Legal traineeship in Heidelberg, Munich and Toronto Studied law in Heidelberg and Melbourne Languages German, English Contact Tel +49 (89)

12 Jasmin Wagner Attorney-at-law, Associate Munich Jasmin Wagner advises on corporate law, stock corporation law and capital markets law. She specializes in the preparation and conduct of shareholders meetings as well as corporate compliance and corporate governance issues. CV Joined P+P in 2018 Admitted to bar in 2015 Associate in a major German law firm ( ) Studied law in Regensburg Languages German, English Contact Tel +49 (89) jasmin.wagner@pplaw.com 16 P+P PÖLLATH + PARTNERS CORPORATE LAW, CAPITAL MARKETS LAW

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14 Where P+P is located P+P operates with more than 125 attorneys-at-law in Berlin, Frankfurt and Munich. BERLIN FRANKFURT MUNICH Potsdamer Platz Berlin Tel +49 (30) Fax +49 (30) ber@pplaw.com An der Welle Frankfurt/Main Tel +49 (69) Fax +49 (69) fra@pplaw.com Hofstatt Munich Tel +49 (89) muc@pplaw.com pplaw.com