Transaction services Our team - Legal and Tax Advice | www.luther-lawfirm.com - Luther Rechtsanwaltsgesellschaft
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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 ■ Advising on primary/secondary buy-outs
■ Advising on financing structures
■ Structuring transactions/advising on bidding processes ■ Advising on mezzanine capital, silent partnerships
■ Developing structures for joint ventures and drafting share- ■ Advising on how to prepare the financing documentation in
holder agreements accordance with the LMA standard
■ Carrying out legal due diligence reviews ■ Advising on involving state investment companies/develop-
■ Minimising liability and tax risks ment banks
■ Taking into account sector-specific aspects that are of rele- ■ Drafting syndicate agreements
vance to the transaction ■ Carrying out legal due diligence reviews
■ Integrating warranty & indemnity solutions into the transac- ■ Minimising liability and tax risks
tion process ■ Integrating warranty & indemnity solutions into the transac-
■ Restructuring the financing of the target tion process
■ Advising on timely setting the course for post-merger integration ■ Advising on management participation programmes
■ Ensuring that corporate compliance rules are observed ■ Transaction management
■ Transaction management
■ Advising on the feasibility of transactions under antitrust Cross-border transactions
law/merger control
■ Developing international acquisition structures
Private equity / venture capital ■ Developing structures for joint ventures
■ Carrying out international legal due diligence reviews
■ Tax structuring ■ Advising on timely setting the course for post-merger inte-
■ Advising on MBOs/MBIs/LBOs gration
2 | Luther Rechtsanwaltsgesellschaft mbH
■ Ensuring that international corporate compliance rules are Our performance in M&A
observed
■ Transaction management, international coordination Luther is among the leading German law firms for mid-market
■ Advising on the feasibility of transactions under antitrust transactions. In the M&A league tables (e.g. mergermarket),
law/merger control Luther is regularly ranked among Top 15 legal advisors (by
■ Coordinating foreign merger control procedures number of transactions).
■ Reviewing and providing assistance with other official con-
trol procedures
Thomson Reuters 2019
■ (CFIUS, NDRC, German Foreign Trade and Payments Act
(undisclosed values and values up to USD 500 million)
(AWG)/German Foreign Trade and Payments Ordinance
(AWV), etc.) 1 CMS
2 Noerr
Regulated industries 3 Luther
4 Hengeler Mueller
■ Advising on the relevance of state licences for the target’s 5 DLA Piper
business model 6 Heuking Kuhn Luer Wojtek
■ Advising on the transfer of approvals and licences 7 Clifford Chance
■ Advising on restrictions on the target resulting from the 8 Freshfields Bruckhaus Deringer
need for public provision of services of general interest 9 P + P Poellath + Partners
■ Taking into account requirements under public procure- 10 Jones Day
ment law 11 White & Case
■ Taking into account the target’s special revenue streams in
12 Orrick Herrington & Sutcliffe
determining the purchase price 13 Gleiss Lutz
■ Ensuring compliance with data protection requirements
14 Linklaters
■ Taking into account state subsidies
15 Allen & Overy
■ Advising on special requirements under antitrust law, also
Source: Mid-Market M&A Review Thomson Reuters Full Year 2019,
in the light of oligopolistic structures Germany
■ Developing structures for joint ventures taking into account
regulatory requirements Bloomberg 2019
1 CMS
Public sector 2 Noerr
3 Freshfields Bruckhaus Deringer
■ Structuring transactions
4 Orrick Herrington & Sutcliffe
■ Reviewing transactions from a public procurement law per-
5 Clifford Chance
spective
■ Advising on structured bidding processes/national and Eu- 6 Hengeler Mueller
7 Luther
rope-wide invitations to tender
■ Assisting with proposed resolutions of decision-making bodies 8 Hogan Lovells
■ Obtaining the approval of municipal regulatory authorities 9 Jones Day
and of the competent ministries 10 Latham & Watkins
■ Developing PPP structures 11 Allen & Overy
■ Ensuring compliance with requirements under municipal law 12 Linklaters
■ Carrying out legal due diligence reviews 13 White & Case
■ Minimising liability risks 14 DLA Piper
■ Taking into account matters relating to pension law (Federal 15 Baker & McKenzie
and State Government Employees Pension Fund (VBL) etc.)
Source: Bloomberg Global M&A Market Review - Legal Rankings 2019,
■ Transaction management Germany
Luther Rechtsanwaltsgesellschaft mbH | 3
Selected transactions 2019
Adference GmbH AJB Vermietungen ArcelorMittal Construction ATA GROUP LIMITED
Advising on the takeover by GmbH & Co. KG Deutschland GmbH Advising on the acquisition of
ABOUT YOU Advising on the sale of 100% of Advising on the acquisition of all Karnasch Professional Tools Ltd
BUNK Sicherheitsdienste shares in Münker metal profiles
GmbH to Scutum Group GmbH
Avedon Capital Partners B.V. Beechbrook Capital LLP CGS IV Eneco eMobility B.V.
Advising on theacquisition of Advising on the acquisition Advising on the acquisition of a Advising on the acquisition of
Dental laboratories and estab- financing of Clinique Matignon majority stake in Rotodecor ChargeIT Mobility GmbH
lishment of the DELABO.Group SA by the Dermedis Group GmbH and PadaLumal Ink-Jet
Europ Assistance FIDELITAS FINMASI DI MARCELLO FOCUSRITE PLC
Advising on the participation in Industrieholding GmbH MASI & C. SAPA Advising on the acquisition of
the start-up Pflegix Advising on the sale of a busi- Advising on the acquisition of ADAM Audio GmbH
ness unit of its subsidiary EPN Electroprint GmbH
INTUS Elektronik GmbH
Glaston Finland Oy Halder Beteiligungsberatung IDT Biologika GmbH INDUS Holding
Advising on the acqusition of GmbH Advising on the sale of its ani- Aktiengesellschaft
100% of the shares in Bystronic Financial law advice on the mal health division Advising on the acquisition of
Maschinen AG acquisition of the majority share in Dessauer Schaltschränke and
Drumag GmbH and EPH Elektronik MESUTRONIC Gerätebau
Inteva Products, LLC Josefs-Gesellschaft gGmbH Kienast Holding Knorr-Bremse AG
Advising on the sale of its roof Advising on the acquisition of GmbH & Co. KG Advising on minority sharehold-
systems product line to CIE Au- Caritas Trägergesellschaft West Advising on the acquisition of ing in Railnova
tomotive with Luther 100% of the shares in the insol-
vent Schuhpark Fascies GmbH
4 | Luther Rechtsanwaltsgesellschaft mbH
Krankenhaus Ingelheim der LACROIX S.A Lavorel Medicare Luther HL GmbH & Co. KG
Universitätsmedizin Advsing on on the acquisition of Advsing on the sale of the Boni- Advising on the sale of 100% of
Mainz gGmbH SAE IT-systems tas Group to Advent Monet II ist shares, consisting of Luther
Advising on the sale of all OpCo GmbH HL and METON, to the Zeppelin
shares as part of insolvency Group
proceedings
Macaw Nederland B.V. matrazzo GmbH MITSUI & CO., LTD. MPC Münchmeyer
Advising on the acquisition of Advising on the acquisition of Advice on investment in Petersen Capital AG
90% of the shares in bplusd Startup muun CleverShuttle Advice on the acquisition of a
interactive GmbH 50% stake in Albis Shipping
msales Holding Ltd. Mutares SE & Co. KGaA Parfümerie Douglas GmbH PMG Print Medien
Advising on Equity Swap Advising on the acqusition of all Advisng on the acquisistion of a Gesellschaft mbH & Co. KG
shares in Q Logistics GmbH 51% interest in Advising on the merger with Leverdy,
NICHE-BEAUTY.COM GmbH Wilhelm Schmitz and Keppel to form
QTRADO GmbH & Co. KG
rlc | packaging Group SENSOR-TECHNIK Siem Europe SARL Staffbase GmbH
Advising on the sale of all WIEDEMANN GmbH Advising on the sale of Flens- Advising on investment by
shares to the AR Packaging Advising on the acquisition of burger Schiffbaugesellschaft to Insight Ventures in Series C
Group AB 80% of the shares in Modern Tennor Holding B.V. financing
Drive Technology GmbH
TrailStone UK Ltd TÜV Austria Holding AG VÖLCKERS & CIE Immobilien Voss Telecom Services GmbH
Advising on the sale of e2m Advising on the acquisition of GmbH Real Estate Advisors Advising on the sale of all
to EDF 100% of the shares in innotec Advising on the sale of shares in shares in Voss Telecom
GmbH Avison Young Services GmbH to Netzkontor
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
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
Andrea Metz, LL.M. (London) Dr Eckart Petzold
Lawyer, Partner Lawyer, Partner
Frankfurt a. M. Dusseldorf
T +49 69 27229 28077 T +49 211 5660 25065
Fax: +49 69 27229 110 eckart.petzold@luther-lawfirm.com
andrea.metz@luther-lawfirm.com
Luther Rechtsanwaltsgesellschaft mbH | 7
Your team for transactions
Dr Ulrich Philippi Dr Klaus Schaffner
Lawyer, Partner Lawyer, Partner
Stuttgart Leipzig
T +49 711 9338 19181 T +49 341 5299 0
ulrich.philippi@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 Michael Krömker, Dr Cédric Müller, LL.M. (Bristol)
MBA (Mannheim/Tongji) Lawyer, Notary with office in Essen, Partner
Lawyer, Master in Business Administration, Partner Essen
Dusseldorf T +49 201 9220 24879
T +49 211 5660 25025 cedric.mueller@luther-lawfirm.com
michael.kroemker@luther-lawfirm.com
Dr Hendrik Bernd Sehy Clemens Leitner, LL.M. (UCL)
Lawyer, Certified Specialist in Medical Law, Counsel Lawyer, Senior Associate
Hanover Singapore
T +49 511 5458 10772 T +65 6408 8000
hendrik.sehy@luther-lawfirm.com 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 connec- Offices in international
tax advisors tions to commercial law financial centres and
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.
Russia & CIS
USA & Canada
Europe Japan & Korea
Middle East
Israel
Africa
South & Central America
Australia & New Zealand
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.
Always hitting 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 IP & Copyright Law
Planning Law,
Regulatory
IT Law Insurance Law International Notarial Services
Trade Law
Public Public Subsidies/ Real Estate Restructuring &
Procurement Law State Aid Law Insolvency
State, Administration, Tax Law White-Collar Crime &
Public Undertakings Tax Offences
14 | Luther Rechtsanwaltsgesellschaft mbHOur awards
JUVE
Luther has won the prestigious JUVE Award “Law Firm of the Year 2019”. In addition, Luther was nomi-
nated in 2019 as “Law Firm of the Year for Mergers & Acquisitions” and as “Law Firm of the Year for
Dispute Resolution”. In the previous year, Luther was nominated as “Law Firm of the Year for Employment
Law”. Preceding awards were “Law Firm of the Year 2017 for Environment and Planning Law”, “Law Firm
of the Year 2015 for Distribution/Trade/Logistics”, “Law Firm of the Year 2014” in the areas of Energy
Industry Law, Regulated Industries and Private Building Law (Germany) as well as in 2011 “Law Firm of the
Year for Distribution Systems”. 43 of our lawyers are recommended in the current guide 2019/2020, five of
whom have been recognised as “leading advisors”. A total of 26 areas of law were ranked.
The Legal 500
“The Legal 500 Deutschland 2020” recommends 68 lawyers from Luther, six of whom are recognised as
leading. A total of 26 areas of law were ranked. 52 lawyers were named in Legal 500 in 2019, five of them
winning awards.
Chambers
In 2020 Luther received awards from Chambers in Germany in twelve practice areas: Commercial Con-
tracts (Vol. 2), Corporate/M&A: Mid-Market (Vol. 2), Dispute Resolution (Vol. 5), Employment (Vol. 3),
Energy (Vol. 3), Projects: Construction (Vol. 4), Public Law (Vol. 4), Public Law: Planning and Environment
(Vol. 3), Public Law: Public Procurement/PPP (Vol. 4), TMT: Information Technology (Vol. 4), as well as in
Luxembourg in Corporate/M&A (Vol. 4) and Dispute Resolution (Vol. 3). In addition, 18 partners were
ranked by Chambers Europe in 2020, six of whom were also included in the rankings in Chambers Global.
Kanzleimonitor
We were ranked first as a law firm for the Southeast Asian region and as industry experts in the packaging,
paper and printing industry. Energy industry law also ranked first in the opinion of companies with a turnover
of up to EUR 10 billion. Employment and IT law were ranked third in the overall evaluation.
“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
Twelve of Luther’s partners are listed in WHO’S WHO LEGAL in 2020, two of whom were recognised as
Thought Leaders and one as a Future 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: August 2020
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
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