Corporate

Creating structures,
completing tasks.

Ongoing advice in all issues surrounding corporate and partnership law is part of our daily business. Whether a national or international company, a small family-owned business or a large corporation, clients rely on us for advice on their multifaceted and often complex matters. These always require the highest level of legal competence and often affect different areas of law.

At GSK Stockmann, alongside our wide-ranging legal expertise and experience, in-depth knowledge and integrative thinking, we also have a strong understanding of our client’s business and creativity. We advise you on specific issues as well as on difficult day-to-day business matters – and consistently deliver customised and practical solutions to unique and everyday problems.

Main areas of expertise

Corporate law includes the full range of corporate governance issues and the expertise to ensure that company agreements, articles of association and shareholder agreements are properly drafted. We support you in preventing shareholder disputes and safeguarding the interests of minority shareholders, as well as enforcing their rights against other shareholders, in profit distribution regulations and exit scenarios with appropriate severance agreements, etc. In particular, we have first-class expertise in matters of corporate restructuring and corporate financing.

In addition, we support the day-to-day tasks of shareholders, managing directors, executives, board members, supervisory board members and other company committee members in fulfilling their legal obligations (so-called corporate housekeeping), particularly with regard to compliance with capital maintenance rules, the corporate law implications of cash pooling, upstream and downstream loans to shareholders and other financing, as well as providing an informed approach to business failure and insolvency.

Our experienced lawyers advise on all matters of corporate and partnership law, irrespective of whether it involves dealing with issues related to founding a company, drafting articles of association, preparing shareholders’ meetings or acting in the field of shareholder disputes. We always keep an eye on the needs of business practice and work closely with our tax experts on aspects of tax structuring.

The structure and organisation of a company is its “skeleton” and forms the backbone for every business activity. The structure of a company is therefore always affected when important decisions have to be made. This begins with the formation and choosing the right legal form for your company and continues with the acquisition and integration of a company. We have extensive experience in restructuring measures, such as capital increases, share buy-backs, inter-company agreements (profit and loss transfer agreement), mergers and demergers. Understanding companies and clients’ businesses is crucial in advising on issues related to company structure and finding the best solution to meet your objectives. This is exactly what we do. You benefit from the efficiency of working with lawyers who have experience of working in numerous projects and across multiple sectors.

We have especially extensive experience and expertise in structuring of joint ventures. The structuring of the contributions of the joint venture parties, in particular capital raising regulations, precise rules on liquidity and profit distribution, clear governance structures and, last but not least, goal-oriented exit provisions, are the core issues in joint ventures that we know very well.

We are well-versed in the special requirements that come with legal support for listed companies. This starts with ongoing capital market communication, continues with the complex provisions of stock corporation law and extends beyond demanding restructuring measures having regard to micro and minority shareholders. Last but not least, we regularly prepare and support shareholders’ meetings of listed companies. Together with our capital market team, we also supervise the preparation and implementation of capital and restructuring measures, including those requiring a prospectus.

The conclusion of a profit and loss transfer agreement or other company agreements does not mean that the work is over for group management, since a group can only be managed with the appropriate legal experience – both from the point of view of the executive bodies and the majority of shareholders, and also from the point of view of any minority shareholders. We have this experience and know the complexity of these tasks. 

We assist SMEs, particularly family businesses, with establishing a sound and thorough succession plan. We know the interfaces between inheritance and gift law, inheritance tax law, corporate law and family law.

We advise on the privatisation of public institutions and companies in cooperation with our colleagues in the infrastructure and public sectors. With interdisciplinary teams delivering expert advice in all areas of law relevant to privatisation, we develop goal-oriented, practical solutions for you.

It is not always possible to avoid disputes among shareholders. If such disputes arise, our conflict resolution experts help to enforce shareholder rights and avoid an impending standstill in the company’s business activities. It is often possible to settle disputes out of court in the economic interest of all parties involved. If required, we also enforce the position of our clients in court, for example, through actions for rescission or nullity.

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