Corporate law – lawyer in Frankfurt am Main

Corporate law provides the legal framework for every company. It determines who decides, how profits are distributed, how new shareholders are admitted and what happens when paths diverge. Well-drafted corporate documents prevent disputes before they arise and lay the foundations for financing rounds and later transactions. Corporate law is also closely linked to my main practice area, M&A and company acquisitions.

Incorporation and structuring

When setting up a company, the questions include the appropriate legal form (for example GmbH, UG, GmbH & Co. KG or AG), a holding structure and the allocation of shares among the founders. I support you from choosing the structure and drafting the articles of association to notarisation and registration with the commercial register.

Shareholders' agreements and articles of association

In addition to the articles of association, shareholders' agreements govern the relationship between the shareholders. Typical subjects include:

• Voting rights, reserved matters and advisory boards
• Pre-emption rights, tag-along rights and drag-along obligations
• Vesting provisions, good leaver and bad leaver clauses
• Non-compete obligations and information rights
• Profit allocation, withdrawals and distributions
• Deadlock procedures and the exit of shareholders

I draft and review these agreements and make sure they are consistent with the articles of association and with the requirements of future investors.

Capital measures and shareholdings

Whether it is a capital increase, the admission of a new shareholder or the transfer of shares, I prepare the necessary resolutions and agreements, coordinate the notarisation with the notary's office and take care of the shareholder list and the filing with the commercial register.

Employee participation (ESOP and VSOP)

Employee participation programmes are an important tool for retaining key people in the long term. I advise on the choice between real equity (ESOP) and virtual shares (VSOP), draft the plan terms including vesting and leaver provisions and support the roll-out to employees. I coordinate tax aspects with your tax adviser.

Management and corporate bodies

Managing directors and management board members have particular duties and liability risks. I advise on rules of procedure, catalogues of reserved matters, service agreements and questions of directors' liability.

Restructurings

As a company develops, its legal structure often needs to be adapted as well – for example by introducing a holding company, by contributions in kind, changes of legal form, mergers or spin-offs. I provide legal support for such measures and coordinate with tax advisers and notaries.

Shareholder disputes

Disputes between shareholders often place a considerable burden on a company. I advise on exclusion and withdrawal, compensation, challenges to shareholder resolutions and the removal of managing directors – with the aim of reaching a workable solution, out of court or, where necessary, in court.

Corporate law in financings and transactions

Many corporate law issues arise in connection with a financing round or an acquisition. As part of their due diligence, investors and buyers check whether shares were validly issued and transferred, whether the shareholder list is correct and whether resolutions were properly passed. Gaps here delay transactions or lead to price reductions. I help you put your corporate documentation in order at an early stage so that it stands up to scrutiny. See also venture capital and venture debt.

Frequently asked questions

Do I need a shareholders' agreement in addition to the articles of association?

Where there are several shareholders, this is usually advisable. Unlike the articles of association, a shareholders' agreement is not publicly available in the commercial register and can regulate matters such as vesting, exit provisions or non-compete obligations in more detail.

What needs to be considered when transferring GmbH shares?

The transfer must be notarised. In addition, consent requirements and pre-emption rights under the articles of association and the shareholders' agreement must be checked, and the shareholder list must be updated.