Attorneys for German Corporate Law in Cologne

In the Cologne economic area, many companies are organized as a GmbH, GmbH & Co. KG, or within complex group structures. Our standard: an integrated advisory that always considers the tax implications of corporate designs. Hubertus Scherbarth and Moritz Riehl bring additional qualifications in tax law as a Tax Advisor and through a tax law academic focus, respectively.

• Choice of Legal Form & Formation: Strategic selection and implementation of the appropriate legal form (GmbH, UG, GmbH & Co. KG, AG) considering liability and tax aspects.
• Articles of Association & Bylaws: Individual design and adaptation of shareholder agreements, voting commitment agreements, and advisory board rules.
• Ongoing Board Support: Legally secure execution of shareholder meetings, managing director appointments, and removals.
• Corporate Succession: Strategic planning of succession in owner-managed Cologne companies and family enterprises—from anticipated succession to inheritance law protection and foundation formation.

Cologne has established itself as one of the most dynamic startup locations in North Rhine-Westphalia—particularly in the areas of InsurTech, media, and e-commerce. We accompany founder teams and investors from the first financing round to the exit.

• Financing Rounds: Supporting and negotiating Seed to Growth financing, reviewing Term Sheets and participation agreements.
• Convertible Loans & Mezzanine: Structuring bridge financing and alternative capital instruments for Cologne startups.
• Employee Participation: Conception of tax-optimized ESOP and VSOP programs to attract and retain key employees.
• Exit Support: Planning and implementing Trade Sales, Secondaries, and Management Buy-outs to realize company value.

The Cologne market is characterized by an active M&A landscape—driven by consolidations in the medium-sized sector, succession arrangements, and strategic acquisitions. Our transaction advisory in Cologne aims to identify risks early and secure our clients' economic interests in every phase of the transaction.

• Share Deals & Asset Deals: Comprehensive structuring and negotiation of Sale and Purchase Agreements (SPA) for buyers and sellers.
• Due Diligence: Execution and coordination of a targeted Legal Due Diligence to identify deal-breakers and risk areas.
• Transformation Measures: Implementation of mergers, demergers, spin-offs, and changes of legal form under the UmwG for the reorganization of corporate groups.
• Post-Closing: Support for integration, enforcement of warranty and indemnity claims, and purchase price corrections.

Shareholder conflicts tie up resources and can jeopardize the survival of a company. In Cologne, we represent shareholders and managing directors both before the competent courts and in confidential arbitration and out-of-court negotiations.

• Out-of-Court Settlement: Mediation and negotiation of tailor-made separation solutions to preserve company value.
• Redemption & Exclusion: Compulsory redemption of shares, exclusion lawsuits, and determination of appropriate severance payments.
• Resolution Challenge: Actions for avoidance and nullity against faulty shareholder resolutions before the Cologne Regional Court (Landgericht Köln).
• Emergency Legal Protection: Preliminary injunctions to secure operational capability during acute conflicts and blockages.

Cologne is the headquarters of numerous listed and non-listed German Stock Corporations (AG). We advise management boards, supervisory boards, and shareholders on all questions of Corporate Governance and German stock corporation law.

• Organizational Relations: Drafting management board service contracts and supervisory board rules of procedure, advisory on appointment, removal, and conflicts of jurisdiction.
• Annual General Meeting (HV): Legal preparation, support, and follow-up for the AGM, including defense against actions for avoidance.
• Shareholder Rights: Enforcement of information and inspection rights (§ 131 AktG), special audit requests, and requests for convening meetings by minority shareholders.

Personal claims against managing directors and board members are steadily increasing. We support executives in Cologne in systematically reducing liability risks and defending themselves effectively in an emergency.

• Liability Prevention: Advisory on delegation of duties, documentation, and compliance with the Business Judgment Rule.
• D&O Liability: Defense against recourse claims from the company, shareholders, and insolvency administrators as well as support in D&O insurance cases.
• Compliance Systems: Conception and implementation of Compliance Management Systems to avoid organizational fault.
• Internal Investigations: Conducting internal investigations in case of suspected breaches of duty or asset damage.