Corporate Law & M&A

Specialists in corporate law and mergers & acquisitions

Whether partnerships or corporations, large enterprises or small businesses, national or international markets – almost every strategic corporate decision triggers some corporate law issues.
Our experienced lawyers can advise you on all aspects of corporate law and mergers & acquisitions:
  • Partnership and corporate law
  • Restructuring and reorganization of companies
  • Corporate governance and corporate compliance
  • Corporate insolvency
  • Corporate reorganization
As a team of lawyers in Hamburg and Berlin, our experience isn’t just in corporate law and M&A. Our advice is also based on expertise in commercial and tax law, inheritance law, employment and insolvency law, commercial thinking and specific industry knowledge in a range of areas.

Partnership and corporate law

Partnership and corporate law is one of the key areas of our work as a law firm. In addition to practical experience in a variety of legal fields, the provision of rigorous legal advice demands a strategic approach. Our advice is always individually tailored: Your specific needs are the starting point and guideline for our work.
ZENK’s specialists in partnership and corporate law are experts in their field, all with extensive industry knowledge and negotiation experience.
They will be pleased to help you resolve a variety of corporate law issues, including:
  • Questions relating to the formation of a company (e.g. formation of a GmbH (limited liability company))
  • Drafting of partnership agreements (e.g. for a GmbH & Co. KG (limited partnership with limited liability company as general partner))
  • Restructuring measures
  • Questions of company succession (e.g. the sale of a company)
  • Change in legal form
  • Capital measures
  • Shareholder disputes
  • Disputes between shareholders and the company
  • Issues regarding shareholder loans
  • Liability avoidance strategies

We develop individual, needs-based and target-oriented legal solutions and offer reliable support throughout the entire process.
We can represent your interests in and out of court throughout the whole of Germany. In addition to offering strategic advice, ZENK Rechtsanwälte can also provide you with comprehensive, reliable support for specific practical responsibilities, e.g. the following aspects of corporate housekeeping:
  • Preparation for and monitoring of shareholders’ meetings and shareholders’ resolutions
  • Formulation of rules of procedure
  • Organization of issues related to company organs
  • Representation before ordinary courts and in arbitration proceedings
  • Legal representation of shareholders, board members and managing directors

Mergers & Acquisitions

Company sales and acquisitions, company mergers, the acquisition of majority shareholdings and joint ventures are key topics for our lawyers in the field of M&A.
Our aim is to understand your financial and personal expectations and to convert them into transparent, viable and optimised contractual arrangements on your behalf.
We’ll structure and manage your transactions in a proficient and legally watertight manner, draft the necessary contracts and support you through every stage of the negotiation process – from Letters of Intent to signing and closing. Typically, we assume responsibility for:
  • Drafting of confidentiality agreements
  • Negotiation of Letters of Intent
  • Analysis and identification of the potential legal risk of target companies
  • Preparation and evaluation of the data room
  • Drafting of contract documents and resolutions
  • Conducting of contract negotiations
  • Preparation for signing and closing
  • Support for the entire process, including the integration of the merged companies
We assemble individual teams of experts from our ranks of experienced lawyers, ensuring you have the right people to support your transaction.

Corporate Governance and Corporate Compliance

Your success depends on the positive and unblemished reputation of your company, your executives and your employees.
In addition to the management of liability and criminal law risks for corporate bodies (e.g. senior management teams, executive board and supervisory boards), it has now become customary for business partners to prove that they comply with rules and regulations by issuing compliance statements prior to entering into business relationships. The market for sensitive consumer goods, for example, has such high demands of its own that even generally legally compliant conduct may not be sufficient to safeguard against a loss of reputation. In addition to impeccable corporate compliance, a company’s organizational structure (corporate governance) also plays an important role.
At ZENK, we will analyze your specific business risks and work with you to define requirements for compliant management. Together, we will develop a tailor-made system to:
  • Monitor internal company processes
  • Avoid liability cases
  • Prevent investigations by authorities
  • Create internal guidelines
  • Train employees
  • Set up “whistleblower” pathways
Where applicable, we will incorporate the provisions of the Corporate Governance Codex (DCGK) into our advice. In addition, we can offer training for employees in all relevant areas of compliance, e.g. antitrust law, labor law, and more.

Restructuring and Reorganisation of Companies

The restructuring of companies or groups of companies can be necessary for various reasons, including:
  • Expansion planning
  • Periods of consolidation
  • Crisis situations
  • Development and abandonment of peripheral new business areas
  • Changing tax environment
Different legal provisions will apply depending on the reason for the restructuring – a state of affairs that places high demands on your legal advice team, since specialist knowledge of corporate law, tax, insolvency and labor law is just as important in this regard as an understanding of your company’s strategic and operational orientation.
As experienced lawyers in the field of corporate law, we focus on a sustainable approach, ensuring that measures taken are successful not only in the short term, but in the long term, too.

Corporate Insolvency

Financial crises in companies are often associated with criminal and liability risks for the management and owners of the company. We can support you through these turbulent times, make you aware of dangers and risks and highlight opportunities and chances to steer your company back into calmer waters.
We can also assist creditors confronted with the financial crisis or insolvency of a contractual partner.
If a financial crisis situation arises in a company you manage, we can serve as a trusted partner. Typically, we are able to assume responsibility for the following tasks:
  • Identifying liability risks for management
  • Overseeing the legal assessment of the obligation to file for insolvency
  • Support through the insolvency process
  • Advice regarding the fulfilment of insolvency-related obligations
If you are a creditor of an insolvent company, we will assist you in asserting your claims. We will:Wir
  • Handle the registration of your claim within the insolvency proceedings
  • Assert any applicable security interests (e.g. landlord’s lien, retention of title)
  • Defend against claims relating to challenges against the insolvency proceedings on the part of the insolvency administrator

Unternehmenssanierung

As part of our advice on corporate restructuring, we will work with you to examine your company for risks and organizational opportunities.
We’ll help you eliminate crisis situations within the company and manage liability risks for the management and shareholders of the company.
  • Support for the implementation of restructuring concepts
  • Negotiation with creditors and debtors regarding new payment terms, waivers or deferral of claims
  • Organization of capital measures such as reductions or increases in capital, e.g. through cash or non-cash contributions or the conversion of existing receivables into equity holdings (debt-equity swap)
Undergoing a company screening in advance of problems prevents the development of manageable risks into major issues. A “company screening” is a structured legal stock-taking exercise that examines for specific risks from the perspective of an interested third party.
The strength of our legal advice and representation lies not only in our expertise and qualifications, but also in the interdisciplinary, project-based cooperation that occurs between our experts. This contributes significantly to our success. As we work, we endeavor to assemble small, carefully selected teams to guaranteeing our clients the most personalized, time-saving and cost-efficient legal advice. We will also be happy to assist you in our work as corporate lawyers.