Transaction Services Our team
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Transaction Services
Our team
Legal and Tax Advice | www.luther-lawfirm.com
Our range of transaction services (M&A/PE/VC)
The times are long gone when a handshake was enough to sell a company – this is why you
don’t need a model contract but a legal advisor who understands the complex nature of
your project, who is familiar with current transaction standards, and who represents your
interests with the necessary experience and a sure instinct even in difficult negotiations.
We are the ideal partner for this purpose: working with you, and on your behalf, we ensure
that even the most demanding national or international transaction is successfully closed.
Strategic investors Cross-border transactions
■ Structuring transactions/advising on bidding processes ■ Developing international acquisition structures
■ Developing structures for joint ventures and drafting share- ■ Developing structures for joint ventures
holder agreements ■ Carrying out international legal due diligence reviews
■ Carrying out legal due diligence reviews ■ Advising on timely setting the course for post-merger inte-
■ Minimising liability and tax risks gration
■ Taking into account sector-specific aspects that are of rele- ■ Ensuring that international corporate compliance rules are
vance to the transaction observed
■ Integrating warranty & indemnity solutions into the transac- ■ Transaction management, international coordination
tion process ■ Advising on the feasibility of transactions under antitrust
■ Restructuring the financing of the target law/merger control
■ Advising on timely setting the course for post-merger integration ■ Coordinating foreign merger control procedures
■ Ensuring that corporate compliance rules are observed ■ Reviewing and providing assistance with other official con-
■ Transaction management trol procedures
■ Advising on the feasibility of transactions under antitrust ■ (CFIUS, NDRC, German Foreign Trade and Payments Act
law/merger control (AWG)/German Foreign Trade and Payments Ordinance
(AWV), etc.)
Private equity / venture capital
Regulated industries
■ Tax structuring
■ Advising on MBOs/MBIs/LBOs ■ Advising on the relevance of state licences for the target’s
■ Advising on primary/secondary buy-outs business model
■ Advising on financing structures ■ Advising on the transfer of approvals and licences
■ Advising on mezzanine capital, silent partnerships ■ Advising on restrictions on the target resulting from the
■ Advising on how to prepare the financing documentation in need for public provision of services of general interest
accordance with the LMA standard ■ Taking into account requirements under public procure-
■ Advising on involving state investment companies/develop- ment law
ment banks ■ Taking into account the target’s special revenue streams in
■ Drafting syndicate agreements determining the purchase price
■ Carrying out legal due diligence reviews ■ Ensuring compliance with data protection requirements
■ Minimising liability and tax risks ■ Taking into account state subsidies
■ Integrating warranty & indemnity solutions into the transac- ■ Advising on special requirements under antitrust law, also
tion process in the light of oligopolistic structures
■ Advising on management participation programmes ■ Developing structures for joint ventures taking into account
■ Transaction management regulatory requirements
2 | Luther Rechtsanwaltsgesellschaft mbH
Public sector
■ Structuring transactions
Refinitiv (former Thomson Reuters) 2020
■ Reviewing transactions from a public procurement law per-
1 CMS 91
spective
■ Advising on structured bidding processes/national and Eu- 2 Noerr 80
rope-wide invitations to tender 3 Luther 71
■ Assisting with proposed resolutions of decision-making bodies 4 Latham & Watkins 56
■ Obtaining the approval of municipal regulatory authorities 5 Heuking Kuhn Luer Wojtek 54
and of the competent ministries 6 P + P Poellath + Partners 36
■ Developing PPP structures 7 Hengeler Mueller 35
■ Ensuring compliance with requirements under municipal law 8 Freshfields Bruckhaus Deringer 35
■ Carrying out legal due diligence reviews 9 Hogan Lovells 34
■ Minimising liability risks 10 DLA Piper 33
■ Taking into account matters relating to pension law (Federal 11 Clifford Chance 31
and State Government Employees Pension Fund (VBL) etc.) 12 Linklaters 31
■ Transaction management 13 Allen & Overy 31
14 Baker McKenzie 29
Our performance in M&A 15 McDermott Will & Emery 28
Source: Refinitiv Global Mid-Market M&A Review - Full Year 2020│Legal
In the relevant league tables, Luther ranks prominently Advisors
among the leading advisors on M&A transactions (number of
transactions) with a link to Germany.
Mergermarket 2020 Bloomberg 2020
1 CMS 75 1 Noerr 80
2 Noerr 59 2 CMS 72
3 Hengeler Mueller 43 3 Latham & Watkins 63
4 Latham & Watkins 43 4 Luther 57
5 Freshfields Bruckhaus Deringer 38 5 Hengeler Mueller 49
6 Taylor Wessing 38 6 Freshfields Bruckhaus Deringer 48
7 White & Case 35 7 Clifford Chance 38
8 Heuking Kuhn Luer Wojtek 35 8 Linklaters 34
9 Baker McKenzie 34 9 Allen & Overy 34
10 Allen & Overy 32 10 Whiste & Case 29
11 Gleiss Lutz 32 11 Hogan Lovells 28
12 DLA Piper 32 12 Goodwin Procter 24
13 Clifford Chance 31 13 Baker & McKenzie 23
14 Luther 31 14 Dentons 21
15 Linklaters 30 15 Orrick Herrington & Sutcliffe 21
Source: Mergermarket Global & Regional M&A Report 2020 Source: Bloomberg Global M&A Market Review – Legal Rankings 2020
Luther Rechtsanwaltsgesellschaft mbH | 3
Selected transactions 2020
AlphaPet Ventures GmbH Augsburger Aktienbank AG Aqua Sparks AsiaLabs
Advising on acquisition financing Advising on the sale of the Advising Aqua Sparks Advising AsiaLabs
of the purchase of all shares in securities business to ebase on its investment in on its investment into
Shiok Meats Pte Ltd. Hope Healthcare
Healthfood24
Bright Skies GmbH Brinkmann & Partner CHIRON Group SE CLOSERSTILL GROUP
Advising on the sale of all shares Advising on the sale of Advising on the sale of LIMITED
to Rackspace Technology GETI WILBA Scherer Feinbau to EMAG Advising on the acquisition
of the Spring Messe
DOMUM Unternehmer Dyneff S.A.S. EEW Energy from eins energie in sachsen
& Kapital GmbH Waste GmbH GmbH & Co. KG
Advising on the acquisition of
Advising on the acquisition of natGAS Advising on the takeover of Advising on the acquisition of 49%
three Amazon FBA Businesses MHKW Pirmasens in Stadtwerke Grimma
Fiege Logistik Stiftung Fiege Logistik Holding Gerhard Geiger GmbH Genius Bytes Software
& Co. KG Stiftung & Co. KG & Co. KG Solutions GmbH
Advising on the renewed invest- Advising on investment in Advising on the establishment of Advising on the sale of 100% of
ment in Westphalia DataLab heyconnect GmbH the joint venture “Shandong shares in Genius Bytes Software
Geiger Drive Technologies
Solutions S.R.L. to Paolo Toro
Co., Ltd.” in China
HESCH Schröder GmbH Klinikum Burgenlandkreis Knorr-Bremse AG Koolen Industries B.V.
Advising on the sale to GmbH Advising on the sale of shares in Advising on the 25% stake in
Axxeron Technologies Advising on the takeover by Aldona Seals and Alpha Process Kraftblock GmbH
SRH Kliniken Controls
4 | Luther Rechtsanwaltsgesellschaft mbH
Landeshauptstadt Wiesbaden MAN Truck & Bus AG MECOTEC Mediawan SA
Advising on the acquisition of Advising on the purchase of the Advising on the purchase of 51% Advising on the establishment of
all remaining shares in remaining 30% in MAN Truck & of the shares in COOLANT the Mediawan Alliance
WIVERTIS GmbH Bus (M) Sdn. Bhd.
Valeta GmbH Mutares SE & Co. KGaA Mutares SE & Co. KGaA Neuss-Düsseldorfer Häfen
Advising on acquisition financing Advising on the acquisition of Advising on the acquisition of the GmbH & Co. KG
for the purchase of Sirag, Univer GEA Farm Technologies Japy
Swedish and Finnish Nordic Advising on the sale of 30%
SAS and Royal De Boer
and Uniprod Road shares to Neuss Trimodal GmbH
Next Alt NORTAL AS Open Grid Europe GmbH Pflege LebensNah - Diakonische
Advising Next Alt on Advising on the purchase of 100% Advising on the establishment of Dienste im Ev.-Luth. Kirchenkreis
Altice Europe buyout of the shares in Schütze AG the joint venture “evety GmbHˮ Rendsburg-Eckernförde e.V.
Advising on the sale of
Pflege LebensNah
REIWAG Facility Services Serumwerk Bernburg AG Spreewaldkonserve Golßen Staffbase
GmbH Advising on the sale of the GmbH Acquisition of Teambay GmbH
Advising REIWAG Facility Infusion Solutions Division Advising on the sale to by Staffbase GmbH
Services GmbH in connection Andros
with investment in LionsBot
International Pte Ltd
Vexve Armatury Group Oy Vorwerk & Co. KG Wessanen Deutschland GmbH WIELTON S A
Advising on the acquisition of Advising on the management Advising on the acquisition of Advising on the acquisition
ZMK Technologies buy-out of Vorwerk Teppichwerke Little Lunch of the remaining 20% in
Langendorf GmbH
Luther Rechtsanwaltsgesellschaft mbH | 5
Your main contact
Dr Thomas Kuhnle
Lawyer, Partner
Stuttgart
T +49 711 9338 19193
thomas.kuhnle@luther-lawfirm.com
Your team for transactions
Dr Michael Bormann Dr Stefan Galla
Lawyer, Partner Lawyer, Notary with office in Essen, Certified Specialist
Dusseldorf in Commercial and Corporate Law, Partner
T +49 211 5660 24635 Essen
michael.bormann@luther-lawfirm.com T +49 201 9220 24016
stefan.galla@luther-lawfirm.com
Stephan Gittermann Prof. Dr Hans-Georg Hahn
Lawyer, Partner Lawyer, Tax Advisor, Partner
Frankfurt a.M. Hanover
T +49 69 27229 24970 T +49 511 5458 17647
stephan.gittermann@luther-lawfirm.com hans-georg.hahn@luther-lawfirm.com
6 | Luther Rechtsanwaltsgesellschaft mbH
Your team for transactions
Dr Thomas Halberkamp Dr Oliver Kairies
Lawyer, Master in Business Administration, Lawyer, Partner
Partner Hanover
Hanover T +49 511 5458 17643
T +49 511 5458 17663 oliver.kairies@luther-lawfirm.com
thomas.halberkamp@luther-lawfirm.com
Dr Andreas Kloyer Thomas Köhler
Lawyer, Partner Lawyer, Certified Specialist in Tax Law, Partner
Frankfurt a.M. Frankfurt a.M.
T +49 69 27229 24715 T +49 69 27229 27027
andreas.kloyer@luther-lawfirm.com thomas.koehler@luther-lawfirm.com
Dr Eckart Petzold Dr Ulrich Philippi
Lawyer, Partner Lawyer, Partner
Dusseldorf Stuttgart
T +49 211 5660 25065 T +49 711 9338 19181
eckart.petzold@luther-lawfirm.com ulrich.philippi@luther-lawfirm.com
Luther Rechtsanwaltsgesellschaft mbH | 7
Your team for transactions
Dr Stephan Rippert, LL.M. Dr Klaus Schaffner
Lawyer, Attorney-at-Law (New York), Partner Lawyer, Partner
Munich Leipzig
T +49 89 23714 10049 T +49 341 5299 0
stephan.rippert@luther-lawfirm.com klaus.schaffner@luther-lawfirm.com
Dr Florian Schulz, M.B.A. (Nimbas) Dr Claus Trenner, LL.M.
Lawyer, Certified Specialist in Commercial and Corporate Law, Lawyer, Partner
Certified Specialist in Banking and Capital Markets, Partner Singapore
Hamburg T +91 124 4726 430
T +49 40 18067 18023 claus.trenner@luther-lawfirm.com
florian.schulz@luther-lawfirm.com
Andreas Tüxen, Dr Gregor Wecker
LL.M. (American University / WCL) Lawyer, Partner
Lawyer, Notary with office in Berlin, Certified Specialist Cologne
in Commercial and Corporate Law, Partner T +49 221 9937 25727
Berlin gregor.wecker@luther-lawfirm.com
T +49 30 52133 16258
andreas.tuexen@luther-lawfirm.com
8 | Luther Rechtsanwaltsgesellschaft mbH
Your team for transactions
Thomas Weidlich, LL.M. (Hull) Dr Andreas Blunk, MLE
Lawyer, Partner Lawyer, Notary with office in Hannover, Certified Spe-
Cologne cialist in Commercial and Corporate Law, Partner
T +49 221 9937 16280 Hanover
thomas.weidlich@luther-lawfirm.com T +49 511 5458 16564
andreas.blunk@luther-lawfirm.com
Philipp Dietz, LL.M. (Edinburgh) Daniel Fehling, LL.M. (Auckland)
Lawyer, Partner Lawyer, Certified Specialist in Commercial and Corporate Law,
Cologne Certified Specialist in Banking and Capital Markets, Partner
T +49 221 9937 14224 Hamburg
philipp.dietz@luther-lawfirm.com T +49 40 18067 13409
daniel.fehling@luther-lawfirm.com
Dr Christian Horn, LL.M. (Tulane) Dr Benjamin Hub
Lawyer, Notary with office in Berlin, Attorney-at-Law Lawyer, Certified Specialist in Commercial and Corpo-
(New York), Partner rate Law, Partner
Berlin Hamburg
T +49 30 52133 21833 T +49 40 18067 12182
christian.horn@luther-lawfirm.com benjamin.hub@luther-lawfirm.com
Luther Rechtsanwaltsgesellschaft mbH | 9
Your team for transactions
Dr Cédric Müller, LL.M. (Bristol) Dr Hendrik Bernd Sehy
Lawyer, Notary with office in Essen, Partner Lawyer, Certified Specialist in Medical Law, Counsel
Essen Hanover
T +49 201 9220 24879 T +49 511 5458 10772
cedric.mueller@luther-lawfirm.com hendrik.sehy@luther-lawfirm.com
Clemens Leitner, LL.M. (UCL)
Lawyer, Senior Associate
Singapore
T +65 6408 8000
clemens.leitner@luther-lawfirm.com
10 | Luther Rechtsanwaltsgesellschaft mbHHits the mark. Luther.
Luther Rechtsanwaltsgesellschaft mbH is one of the leading corporate law firms in Germany. With some 420 lawyers and tax
advisors, we can advise you in all fields of German and international corporate law. In addition to having offices in every eco-
nomic centre throughout Germany, we are also present in ten locations abroad: in Brussels, London and Luxembourg in Europe,
and in Bangkok, Delhi-Gurugram, Jakarta, Kuala Lumpur, Shanghai, Singapore and Yangon in Asia.
Our advisory services are tailored to our clients’ corporate goals. We take a creative, dedicated approach to achieving the best
possible economic outcome for each of our clients.
The name “Luther” stands for expertise and commitment. With a passion for our profession, we dedicate all our efforts to solving
your issues, always providing the best possible solution for our clients. Not too much and not too little – we always hit the mark.
We know how crucial it is to use resources efficiently and to plan ahead. We always have an eye on the economic impact of our
advice. This is true in the case of strategic consulting as well as in legal disputes.
We have complex projects on our agenda every day. At Luther, experienced and highly specialised advisors cooperate closely
in order to offer our clients the best possible service. Thanks to our fast and efficient communication, permanent availability and
flexibility, we are there for you whenever you need us.
Luther won the JUVE Award ‘Law Firm of the Year 2019’.
About us
Lawyers and Locations Long-standing Offices in international
tax advisors connections to commercial financial centres and
law firms worldwide investment locations
420 20
Luther Rechtsanwaltsgesellschaft mbH | 11Our locations
We have a global outlook, with offices in ten key economic and financial centres in Europe and Asia. We also maintain close
relationships with leading corporate law firms worldwide. This way, we ensure a seamless service for our clients throughout their
demanding international projects.
In continental Europe, Luther is part of a group of independent law firms, each one a leader in its own country, that have been
cooperating regularly on international mandates for many years.
Our partner firms are based in Africa, Australia and New Zealand, Europe, Israel, Japan and Korea, the Middle East, Russia and
the CIS, South and Central America, the US and Canada.
Luther locations
Best friends Our locations
Bangkok Jakarta
Berlin Kuala Lumpur
Brussels Leipzig
Cologne London
Delhi-Gurugram Luxembourg
Dusseldorf Munich
Essen Shanghai
Frankfurt a.M. Singapore
Hamburg Stuttgart
Hanover Yangon
12 | Luther Rechtsanwaltsgesellschaft mbHOur industries
Our lawyers and tax advisors focus on Energy
advising clients from five industries. Hits
the mark.
Conventional or renewable energies: We work efficiently and
sustainably.
Health Care & Information Tech &
Life Science Telecommunications
With our expertise, we have our finger on the pulse of time. We connect today with tomorrow.
Mobility & Real Estate &
Logistics Infrastructure
We understand what gets you moving and can set you on the We lay the foundation for you to build on.
right course.
Luther Rechtsanwaltsgesellschaft mbH | 13Our practice areas
Antitrust Law Capital Markets & Commercial & Complex Disputes
Banking Distribution Law,
Product Liability/
Product Compliance
Compliance & Corporate/M&A Data Protection Law Employment Law
Internal Investigations
Energy Law Environment & Financial Services Insurance Law
Planning Law, Investment Funds &
Regulatory Alternative Investments
International IP & Copyright Law IT Law Notarial Services
Trade Law
Public Public Subsidies/ Real Estate Restructuring &
Procurement Law State Aid Law Insolvency
Start-ups & State, Administration, Tax Law White-Collar Crime &
Venture Capital Public Undertakings Tax Offences
14 | Luther Rechtsanwaltsgesellschaft mbHOur awards
JUVE
In the 2020/2021 JUVE Guide to Commercial Law Firms, 45 lawyers from Luther were recommended, and
nine of these were also listed as “leading advisors”. The legal publisher JUVE published rankings for a total
of 28 areas of law. In 2019, Luther was named “Law Firm of the Year 2019” by JUVE and, in addition, was
nominated for the JUVE awards “Law Firm of the Year for Mergers & Acquisitions” and “Law Firm of the
Year for Dispute Resolution”. In the past, Luther has already won “Law Firm of the Year 2017 for Environ-
mental and Regulatory Law”, “Law Firm of the Year 2015 for Distribution/Trade/Logistics”, “Law Firm of the
Year 2014” in the categories of “Energy Law”, “Regulated Industries” and “Private Sector Building Law”
(Germany), and in 2011 “Law Firm of the Year for Distribution Systems”.
The Legal 500
“The Legal 500 Germany 2021” recommends 71 lawyers from Luther, of which 10 lawyers have received
special recognition and were named as “Leading Names”, “Names of the Next Generation” or “Rising
Stars”. Additionally, a total of 28 practice areas were ranked. In 2020, 68 attorneys were nominated to
Legal 500, six of whom were named as leaders.
Chambers
In 2021, Luther was recognised by Chambers Europe for 10 practice areas in Germany as well as in two
practice areas in Luxembourg. Moreover, 15 partners were included in the Individual Ranking. Additionally,
in 2021, Luther was recognised by Chambers Global in three advisory areas in Germany, Luxembourg and
Myanmar, while six partners were also included in the Individual Ranking.
Kanzleimonitor
Luther is one of the ten most frequently recommended law firms in Germany according to the German survey
of law firms “Kanzleimonitor 2020/2021”. Luther ranks 6th in terms of its range of legal services, with 22
(out of 32) areas of laws. Luther achieved top 5 rankings in employment law (2nd place), corporate law
(3rd place) and energy law (4th place). A total of 13 Luther lawyers were recommended by in-house lawyers.
“Best Lawyers in Germany 2021”
For the year 2021, 81 of Luther’s partners have been recommended as “Best Lawyers in Germany 2021”,
an award presented by the US publisher “Best Lawyers” in cooperation with the German Handelsblatt.
Dr Martin Fleckenstein has been awarded “Lawyer of the Year” in “Land Use and Zoning Law”.
WHO’S WHO LEGAL
18 of Luther’s partners are listed in WHO’S WHO LEGAL in 2021, four of whom were recognised as
Thought Leaders, three as a Future Leader and one as a Global Leader.
Global Arbitration Review
In 2019, the English legal journal “Global Arbitration Review included Luther for the eighth time in a row in
its “GAR 100”, a list of law firms specialising in arbitration law assessed by the journal throughout the world.
Luther Rechtsanwaltsgesellschaft mbH | 15Luther.Digital
The digital revolution is well under way. In a highly competitive market where new business models are always being
developed and existing processes are continually being challenged, multinational groups, well-established medium-
sized businesses and small start-ups are all looking for the best possible ways to position themselves in this environ-
ment. In order to do this, they do not just call existing business models into question, but also create completely new,
innovative forms of cooperation. This revolution is being driven by numerous recent technological developments,
such as cloud computing, digital platforms, Big Data and artificial intelligence, the Internet of Things and blockchain
technology.
Protecting Intellectual Artificial Intelligence &
Luther.Digital supports and advises comprehensively on Property Big Data
all legal areas relating to digital business models, agile
architectures and technical levers as well as the neces-
sary transformation processes in the company. From the
realignment of value chains to commercial and distribu-
tion law aspects, employment law, IT and data protection
topics up to and including digital compliance and anti-
trust law. Digital Infrastructure Digital Value
Chains
Luther.Digital supports you in all the phases of upcoming
transformation projects – from strategic dialogue to
LegalTech solutions and the subsequent change process.
Blockchain & FinTech Data Protection & Future Work Legal Operations
Compliance
Digital Legal Services Digital Media & Gaming Platforms & Start-ups &
Communities Venture Capital
16 | Luther Rechtsanwaltsgesellschaft mbHLuther Rechtsanwaltsgesellschaft mbH
Anna-Schneider-Steig 22
50678 Cologne, Germany
Telephone +49 221 9937 0
Telefax +49 221 9937 110
contact@luther-lawfirm.com
For reasons of better legibility, the simultaneous use of gender-specific language
forms is dispensed with. Corresponding terms apply in principle to all genders in the
sense of equal treatment. The abbreviated form of language has editorial reasons and
does not imply any valuation.
Release: May 2021
Luther Rechtsanwaltsgesellschaft mbH | 17Bangkok, Berlin, Brussels, Cologne, Delhi-Gurugram, Dusseldorf, Essen,
Frankfurt a.M., Hamburg, Hanover, Kuala Lumpur, Jakarta, Leipzig, London,
Luxembourg, Munich, Shanghai, Singapore, Stuttgart, Yangon
You can find further information at:
www.luther-lawfirm.com
www.luther-services.com
Legal and Tax Advice | www.luther-lawfirm.comYou can also read
