We advise national and international financial investors, family offices and fund managers comprehensively in connection with investments in the fields of private equity (PE) and venture capital (VC). Our experts are fully familiar with the structures, processes and dynamics of the PE and VC industry. Working in integrated interdisciplinary teams, they apply their legal expertise, in-depth knowledge of regulatory/supervisory law, practical experience and a creative approach to solve the problems that can constitute obstacles to the successful realization of investments.
We advise on transactions in the large, mid and small cap segment. Our client base encompasses companies such as financial investors, private equity houses, multi-asset managers, portfolio companies, infrastructure funds, real estate funds, state funds and pension funds, as well as family offices and venture capital funds.
We understand the entire life cycle of investments, from entry though questions of ongoing management to a successful exit (sale to strategists, other investors or by way of a public offering). We have practical experience in the acquisition of majority holdings and are also familiar with the specifics of minority shareholdings.
The essential challenge that we meet is to understand the strategy of each fund and anticipate the needs of every client. We thereby also obtain a comprehensive overview of the market and the current trends developing in the industry, particularly abroad.
Our expertise also includes fund formations, fundraising, portfolio restructurings and the financing or refinancing of shareholding acquisitions and additional share acquisitions. Due to our time-tested knowledge of the industry, particularly in regulated sectors and in the capital market, and our access to supervisory authorities and regulators, we understand the stakeholders, are familiar with the industry-specific challenges and develop innovative transaction structures.
Our focus
Acquisition and Exit
We support our clients with the legal and tax-related structuring of company acquisitions and sales, be it via a share deal, an asset deal, a spin-off or carve-out, or by way of a capital increase. We find the ideal solutions for complex transactions, management buy-outs (MBOs) and buy-ins (MBIs), leveraged buy-outs (LBOs), public takeovers and public-to-private transactions, as well as sales of companies to other financial investors (secondary buy-outs), strategic investors (trade sales) or on the capital market by way of a public offering (IPOs, listings). We often also advise on current hedging instruments, for example W&I insurance, which covers the seller’s liability in the event of a breach of warranties. In all these transactions, our teams of specialists in complementary fields of law such as tax law, competition law and foreign investment provide support wherever needed.
Shareholder Agreements and Co-Investments
After the acquisition of a company, the parties to a PE transaction are often joint shareholders of the acquired company – and profit substantially from cooperation during the participation phase. The tailored structure of these shareholder, consortium or syndicate agreements facilitate friction-free cooperation between financial investors, founders and management or between majority and minority shareholders by addressing possible problem areas ahead of time. Such agreements typically regulate not only decision making in the operative or strategic environment but also alternative exit strategies (preemptive rights, tag-along and drag-along rights, exit procedures).
Management Participations
The existing or future management of a company is essential for the success of the shareholding, which is why management and key employees are often incentivized in a wide variety of ways (e.g. by means of MSOPs, ESOPs, carried interest structures or virtual shares). We therefore advise on all forms of incentive models, be they based on the (direct or indirect) holding of actual shares or in virtual form. We support our clients in all matters of civil, employment and company law as well as on all relevant issues of tax law and supervisory law.
Establishment of Funds and Fund Consultancy
Funds make it possible to collect capital from a broader investor base, which – depending on the type of fund – can also be cross-border from other EEA countries (cross-border investment funds). Moreover, with investment funds it is possible to outsource the portfolio management to highly specialized managers. We advise on the licensing and registration of fund managers and investment funds of all fund types, on all supervisory and tax requirements, on management agreements and consultancy agreements, as well as on the cross-border operation of investment funds, including the applicable reporting requirements.
Financing
As one of the leading law firms for banking & finance, we regularly advise both borrowers and lenders on all types of debt financing and equity financing, as well as on the negotiation of necessary collateral packages in acquisition financing. This expertise benefits financial investors that regularly leverage and finance their acquisitions externally. In addition, we have comprehensive experience in advising start-ups and VC investors during every phase of financing, including the exit.
