Practice areas
1. Closed End Funds (Geschlossene Fonds) and Single Investments
2. Litigation, Arbitration and Alternative Dispute Resolution
3. Further Areas
1. Closed End Funds (Geschlossene Fonds) and Single Investments
We advise arrangers and issuers of closed end funds, banks and other financial service providers, as well as single investors in closed end fund structures, on all legal and tax matters associated with the structuring and implementation of such structures and investments, including cross border structures.
In this context we advise our clients on:
- Real property funds and investments,
- Ship funds,
- Alternative investment funds and investments in renewable energy,
- Life insurance funds,
- Private equity funds,
- Media funds and investments (film production, computer games, patent development),
- Leasing funds and investments (in particular aircraft leasing)
Our advisory role is extensive. It does not merely begin with the drafting of the prospectus and end with the placement of the fund product. Rather we advise our clients on every aspect of the investment product from its inception until the fund is entirely unwound. In that capacity, our advisory services extend to all matters of applicable law, including inter alia, tax law, capital markets law as well as contract and corporate law.
With respect to the structuring phase, our lawyers have extensive practical experience in:
- The development and implementation of tax concepts,
- Drafting and negotiating the entire documentation including the asset related agreements,
- Drafting of the prospectus,
- Liaising with the appropriate authorities.
In relation to the preparation and implementation of the placement of closed end funds we advise on:
- Drafting the subscription documents,
- Drafting and negotiating of the distribution related agreements,
- Consideration of and compliance with on-going obligations,
- Reducing the exposure to liability claims.
During the implementation phase of a fund product our advice includes:
- Preparation and implementation of shareholders’ and partners’ meetings and resolutions,
- Implementation and, if required, amendment of the asset related agreements,
- Investor relations and communications, including the transfer of shares or interests.
Furthermore, our firm has particular expertise in relation to the management of closed end funds in crisis situations. In this respect we provide legal advice on:
- Analyzing the situation and development of alternative structures,
- Restructuring of the tax, contractual and corporate structure,
- The required communication in this respect with investors and contracting parties,
- Defense against liability claims.
With respect to the business operation of arrangers and issuers of closed end funds and other financial service providers we advise on the regulatory aspects, capital markets law, money laundering regulations, data protection law, as well as investor and consumer protection law.
Our lawyers’ specialization on various aspects of funds enables us to provide our clients with comprehensive legal and tax advice on the complete spectrum of the fund business.
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2. Litigation, Arbitration and Alternative Dispute Resolution
The second focus of our legal practice is on commercial dispute resolution. We represent our clients (predominantly domestic and international companies) before governmental bodies (e.g. the Federal Cartel Office (Bundeskartellamt), the Commission of the European Communities), and German trial and appellate courts (excluding the Federal Supreme Court (Bundesgerichtshof)), the German fiscal courts as well as domestic and international arbitral tribunals.
We have many years of experience in complex litigation and arbitration, mainly in the following areas of law:
- Commercial and company law, including disputes arising out of or in connection with mergers and acquisitions;
- Franchise law;
- Laws pertaining to the capital markets, including the defense against of class actions and prospectus liability actions by shareholders of closed-end funds;
- Intellectual property law (with the exception of patent law);
- Media law;
- Antitrust law and unfair competition law;
- Construction law, with a focus on industrial plants;
- Product liability law;
- Professional liability (lawyers, tax advisors, auditors and architects – with the exception of medical malpractice law) and directors’ liability.
We also represent our clients in disputes with the German tax authorities.
Our experience in the aforementioned fields comprises relevant aspects of international private law, international civil procedural law and enforcement of decisions of international courts and tribunals. Furthermore, we represent international clients in judicial assistance proceedings before German courts and authorities.
Our service goes beyond the mere representation of our clients in trials. If necessary or advantageous to our client, we initiate mediation and uphold our clients’ interests in other alternative dispute resolution proceedings.
We will not recommend filing a suit or any kind of appeal if these actions do not serve our clients’ objectives – even if that entails a quick end to our mandate. That is why we pursue out-of-court solutions whenever it is in the best interest of our clients. We believe that our clients’ success in any action depends on the personal commitment of the individual lawyer who is responsible for the entire case and who is familiar with all the facts and the legal issues in all their facets.
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3. Further Areas
a) Media and Licensing Law
Our firm also has special expertise in selected matters of media- and licensing law. For example, we advise national and international film producers on the drafting of the agreements covering the film’s production and distribution. Furthermore, we advise clients investing in the production of films.
b) Real Property Law
In the area of real property law we advise on the purchase and sale of properties. This includes the drafting and the negotiation of the purchase agreements in “asset deals” as well as “share deals”. We also advise on the legal and tax issues of acquisition structures as well as the financing structure for the purchase price or the construction costs.
c) Drafting of agreements in the areas of intellectual property law, commercial law, construction law and on the feasibility of marketing measures.
With our extensive experience in dispute resolution we also draft agreements in the areas of intellectual property law, commercial law, construction law and advise on the feasibility of marketing measures. It is our experience that excellent legal advice at the inception of an agreement can ascertain, reduce or even eliminate risks which could be extremely disadvantageous to a party in a litigation.