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References
We were involved in advising on the following matters mainly in the context of our work at internationally leading firms. The following list includes examples of our advising experience.


General Corporate Law and Compliance

  • Advising listed companies (inter alia DAX-30 and MDAX companies) on the preparation and conduct of general meetings
  • Advising companies (inter alia listed DAX-30 companies) on their declaration of compliance with the German Corporate Governance Code and setting target figures for the women quota
  • Advising internationally active companies on compliance management systems (regarding advice on D&O liability see D&O Liability and Related Matters)
  • Advising listed and unlisted companies on corporate governance matters, particularly drafting articles of association and bylaws, establishing advisory bodies and committees and developing corporate guidelines
  • Advising shareholders in connection with consortium agreements, vote pooling agreements and other shareholder agreements (see also Joint Ventures)
  • Advising on the preparation of annual reports (including reports of the supervisory board, remuneration reports, corporate governance reports, management statements, take-over related information and dependency reports in de facto groups)
  • Advising an internationally active group of companies regarding transparency obligations pursuant to the German Anti-Money Laundering Act
  • Advising an insurance group in connection with the internal investigation of potential misconduct in distribution units
  • D&O liability and related matters as well as related dispute resolution
  • Corporate and investor litigation
 

Structuring and Group Law

  • Advising MAN SE on the conclusion of the domination and profit transfer agreement with Volkswagen AG
  • Advising a DAX-30 listed company on the spin-off of corporate divisions and shareholdings and other restructuring measures in preparation for a cross-border merger (regulated industry)
  • Advising on a change of form into a stock corporation in preparation for an initial public offering
  • Intra-group bundling of activities and shareholdings of an international group of companies by way of mergers according to the Transformation Act and collapse mergers
  • Intra-group measures in connection with the restructuring of an international group of companies, particularly legal separation of corporate divisions, transfer of shareholdings and the conclusion and termination of domination and profit transfer agreements
  • Advising on an “up to” capital increase and capital increase from company resources in connection with an initial public offering
  • Evaluating options in the field of managerial co-determination, in particular through the establishment of an SE, cross-border merger and operation of foreign subsidiaries
  • Advising an SE regarding a change from a two-tier into a one-tier corporate governance structure
  • Advising a listed company on liability vis-à-vis dependent entities in a de facto group
  • Advising controlling and dependent companies in connection with the intra-group provision of information and further group management measures as well as dependency reports in a de facto group
  • Advising a DAX-30 listed company as well as various mid-sized companies on the introduction and revision of group-wide cash pooling systems
 

Capital Markets Law

  • Advising (inter alia DAX-30 companies) on ad-hoc disclosure requirements and releasing oneself from such requirements
  • Advising on the attribution of voting rights (inter alia in case of acting in concert) and voting rights notifications
  • Advising an MDAX company on the development of a defence manual to guard against take-over attempts and influence of activist shareholders
  • Advising on liability resulting from erroneous capital market information, particularly untimely ad-hoc notifications (§ 37b WpHG)
  • Development of group-wide capital market guidelines, particularly in respect of insider right, directors’ dealings and avoidance of market manipulation
  • Advising on initial public offerings (inter alia Talanx AG, Tele Columbus AG)
  • Advising on the issuance of high yield bonds and convertible bonds
  • Advising a listed German stock company on capital increases from authorized capital, in particular with respect to the avoidance of prospectus requirements and preemptive subscription rights in PIPE transactions (private investment in public entity)
  • Advising a listed German stock company on a bondholders’ meeting pursuant to the German Bond Act
  • Advising in takeover situations (see also Public M&A)
 

D&O Liability and Related Matters

  • Advising a listed company in connection with actions brought by various hedge funds against former and active directors
  • Advising the former board of directors of an internationally active company on the defence against D&O liability claims arising from alleged compliance violations
  • Advising a major mid-sized company on questions of D&O liability arising from compliance violations and the prospects of success of legal action
  • Advising an insurance company in connection with claims of recourse against former management board members
  • Advising on the dismissal of a management board member and extraordinary termination of the service agreement
  • Advising the manager of a leading retail company on the submission of a management certificate in connection with the sale of the group to a financial investor
  • Advising the supervisory board of a listed company (MDAX) in connection with the impending insolvency of a subsidiary
  • Legal opinion for the management board of a listed company on the application of the business judgment rule in respect of a settlement
  • Legal opinion for the management board of a bank on the application of the business judgment rule in respect of the privatisation of a subsidiary
  • Advising an insurance group and its holding company on the revision of the service agreements of management board members in connection with the establishment of a group executive committee
  • Advising listed and unlisted companies in connection with the conclusion, amendment and termination of service agreements with directors and remuneration issues
  • Litigation of D&O liability claims
 

Family Businesses

  • Advising an internationally active family business on restructuring and corporate governance
  • Advising the executor of a testament of a mid-sized group (family business) on the winding-up of testamentary dispositions and corporate rearrangement
  • Advising a co-heir and minority shareholder of a family owned group of companies regarding shareholder rights and assertion of claims in the settlement of the estate
  • Advising a shareholder group in the corporate restructuring of a family-owned group of companies
  • Advising various family businesses on further issues of succession, family, corporate and foundation law
  • Advising a non-profit limited liability company on the foundation of a trust and on the related transfer of business units
 

M&A

Public M&A
  • Advising KKR on a public increase offer to the shareholders of WMF AG
  • Advising KKR on the public takeover offer to the shareholders of Versatel AG (cash offer)
  • Advising Dürr AG on the acquisition of a majority shareholding in HOMAG AG
  • Advising Data Modul AG (Prime Standard) in connection with its public takeover in addition to questions of group integration
  • Advising Informatica on the acquisition of Heiler Software AG through a public takeover offer
  • Advising TKH-Group on the public takeover offer to the shareholders of Augusta Technologie AG
  • Advising Atlas Mara on the public takeover offer (swap offer) outside the scope of WpÜG to the shareholders of ADC African Development Corporation AG
  • Advising in connection with the planned fusion of the German stock exchange and the New York stock exchange
Private M&A
  • Advising the Kreke family on the joint dual-track sale of the Douglas Group with Advent International to CVC and re-investment in the new shareholding structure
  • Advising Allianz Capital Partners on the shareholding’s sale to the Scandelines Group (50%) to 3i
  • Advising Advent International on the dual-track sale of the Takko Group to Apax
  • Advising CVC on the sale of the Flint Group to a consortium of Goldman Sachs and Koch Industries
  • Advising Cinven on the acquisition of the SLV Group from Hg Capital
  • Advising a leading private equity company in connection with the reorganisation of its shareholding in an investment in Germany to avoid insolvency
  • Advising RHM Klinikgruppe on its acquisition of Hohenlohe Clinic in an insolvency plan proceeding
  • Advising Bain Capital on the acquisition of FTE Automotive Group from PAI Partners
  • Advising the founding shareholders of BackWerk on the partial sale to EQT
  • Advising Stirling Square Capital Partners on the acquisition of Polytech-Domilens Group
  • Advising former shareholders on the sale of a mid-sized manufacturer of synthetic products
  • Advising shareholders on the sale of a mid-sized manufacturer of agricultural products to an internationally active group of companies
  • Advising GEA AC on the sale of the heat exchange business to Triton (in the framework of a dual-track proceeding)
  • Advising ThyssenKrupp AG on the sale of the stainless steel division to Outokumpu (in the framework of a triple-track proceeding)
  • Advising a leading private equity company on the preparation of the sale of a company near insolvency
  • Advising Glory Limited on the acquisition of the Talaris Group
  • Advising an insurance company on the sale of its legal insurance business
  • Advising a Belgian group on the acquisition of a business unit of a DAX-30 company
  • Advising a group of companies on the acquisition of a Turkish tools manufacturer
  • Preparing the acquisition of ware houses for a property specialist private equity investor
  • Advising CVC on the potential acquisition of the industrial ceramic maker Ceramtec
Post-M&A Litigation
  • Representing sellers, buyers and counsellors in M&A-transaction-disputes (see Post-M&A Litigation)
 

Joint Ventures

  • Advising Goldman Sachs in connection with the shareholding in the Offshore Installation Group
  • Advising TenneT TSO in connection with joint ventures and shareholdings in sea cables and offshore grid connections
  • Advising a mid-sized paper manufacturer in connection with a joint venture for the distribution of branded printing papers
  • Planning and preparing a cross-border joint venture (Germany / Netherlands) in a regulated industry
  • Advising on a joint venture for the development of the largest thin-film open space solar power station in Europe at that time
  • Advising a mid-sized company on a joint venture with the supplier of printing systems for the development of modern printing technologies
 

Dispute Resolution

Corporate and Investor Disputes
  • Advising a listed company on the defence against legal actions initiated by German and international hedge funds regarding capital market liability
  • Advising an activist minority shareholder (hedge fund) in connection with a public takeover (claim for an increase of the offer price; challenge of the shareholder resolution to a domination and profit transfer agreement with the target company; down-listing of the target company)
  • Advising in connection with actions against shareholder resolutions of listed stock companies (inter alia DAX-30 companies)
  • Defending against a disclosure request following the ordinary shareholder meeting of MAN SE in 2013 with a resolution regarding the domination and profit transfer agreement with Volkswagen AG
  • Shareholder dispute in the context of a joint venture between two competitors, particularly regarding information rights and the exclusion of shareholders (GmbH & Co. KG)
  • Advising a pool of private equity investors on the assertion of shareholder rights
  • Advising a joint successor and minority shareholder of a family business on the assertion of claims in connection with succession disputes and shareholder rights (out of court)
  • Advising in connection with an arbitral shareholder dispute in a listed group of equal subsidiaries
  • Representing a mid-sized company in an action brought by former shareholders regarding the payment of compensation including various expert reports on the company valuation
  • Representing a trade company in an action regarding the legal relevance of an expert opinion on brand valuation
  • Advising in connection with the termination by a shareholder of a family business and the assertion of compensation claims
  • Defending a listed stock company against claims for injunctive relief and damages brought by a shareholder in connection with the issuance of convertible bonds
  • Defending a listed stock company against an action for annulment of a shareholder resolution on the election of a supervisory board member
  • Advising the majority shareholder of a limited liability company in a dispute with the minority shareholder over the company’s potential sale (out of court)
D&O Liability and Related Disputes
  • Asserting damage claims of a listed company against former management board members on the grounds of negligent investment decisions
  • Asserting claims of a former management board member of a listed stock company arising from the employment contract and unfulfilled promise of participation in management (out of court)
  • Enforcing claims of the former managing director of a mid-sized group following dismissal (out of court and in court)
  • Defending against claims of a managing director following dismissal and termination of the employment contract (regulated industry)
  • Defending against claims for fixed compensation brought by a former management board member
  • Advising a German bank on attachment proceedings in order to secure damage claims against a former board member and related asset liquidation
  • Defending a former management board member of a listed German stock company in a D&O liability case
  • Enforcing bonus compensation and pension claims of a former management board member against a listed German stock company
  • Defending a listed German technology company against compensation claims brought by former officer (out of court)
  • Out of court advising in D&O liability cases
Post-M&A Litigation / Arbitration
  • Expert proceedings for the enforcement of a claim for EBITDA purchase price adjustment in a three digit million figure following company purchase
  • DIS arbitration regarding indemnity claims against the purchaser following company acquisition
  • Advising on the amicable settlement of a dispute regarding warranty obligations arising from ongoing projects following the acquisition of a plant construction company
  • Advising on the assertion of loss compensation claims following the acquisition of a company
  • Advising a European energy company on the enforcement of tax indemnity claims under a share purchase agreement (out of court)
  • Defending a medium-sized German grain producer in DIS arbitration proceedings against tax indemnity claims under a share purchase agreement
  • Defending an Austrian service provider in expedited DIS arbitration proceedings against damage claims under a share purchase agreement (including related state court proceedings on the challenge of arbitrators, set-aside and enforcement proceedings)
  • Defending a Germany private equity fund against payment claims based on a share purchase agreement’s earn-out provision (out of court)
  • Advising a listed German chemical company in defending environmental indemnity claims under a share purchase agreement (out of court)
Other Corporate Disputes
  • Asserting claims of a mid-sized company against a listed stock company arising from a framework supply agreement (out of court)
  • Defending against an action brought against a leading multi-media company regarding the alleged claims of a software manufacturer under a licence agreement
  • Representing an automobile manufacturer in an arbitration regarding contractual penalty in a development project
  • Legal action of a company in the photovoltaic industry against an insolvent supplier regarding termination damages
  • Defending a listed German stock company against compensation claims brought by a financial advisor in connection with the completion of a financing round (out of court)
  • Defending a German car manufacturer against patent infringement claims in DIS arbitration proceedings
  • Defending a German machine and plant manufacturer in ICC arbitration proceedings against claims for supplementary budget and damages from construction delay in an international infrastructure project
  • Defending a German credit institute against consumer claims relating to an allegedly illegal pricing scheme
  • Enforcing damage claims of a German food producer against its supplier (out of court)
  • Representing an international furniture producer before state courts in connection with the challenge of a tribunal’s competence in ICC arbitration proceedings
  • Representing a listed German industry service provider in the enforcement of damage claims against a joint venture partner (out of court)































EGO  HUMRICH  WYEN                 

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