Company law

Even though the historic legislators had the one-man-business in mind when drafting the German Commercial Code (HGB), commercial activity today predominantly takes place through companies. BMT advises and represents entrepreneurs and companies of any legal form and size in all matters of company law. Traditionally, we devote particular attention to the close interaction between company law and fiscal law. Our clients include partnerships under the German Civil Code (GbR), public limited companies (AG), whether quoted on the stock exchange or not, partnerships limited by shares (KGaA), cooperative societies and associations, as well as professional partnerships. Of course BMT advises many private companies limited by shares (GmbH), limited partnerships where the general partner is a GmbH (GmbH & Co. KG) as well as “pure” limited partnerships and general partnerships (oHG).

In line with the structure of the German economy, owner-operated medium-sized businesses, organised in the legal forms of GmbH or limited partnership where the general partner is a GmbH (GmbH & Co. KG), form the focal point of our activity. The proprietors of such companies often consider it an advantage to meet the partners of our likewise medium-sized law firm, who frequently provide guidance to their companies over many years, “on eye level”.

Establishing companies

At the founding stage, BMT advises entrepreneurs and investors on the topic of drafting partnership agreements, shareholders’ agreements or memoranda and articles of association that duly reflect their interests. Based on their extensive expert knowledge, our lawyers can help to minimise the liability risks for shareholders associated with the industry in question in the long term by selecting the most suitable legal form and to find the optimum solution from a fiscal perspective. In the forward-looking implementation of intra-company conflict avoidance mechanisms, we make use of our experience in both judicial and extrajudicial conflict management.

Restructuring

Entrepreneurs need to keep an eye on the constant changes in economic and legal conditions, in particular fiscal conditions, and respond to changes flexibly. If the adequacy of existing structures needs to be reviewed against the background of changing circumstances, BMT provides you with comprehensive advice, advises for instance on implementing necessary restructuring measures. To this end, we mostly work in close collaboration with our clients’ tax consultants, who appreciate our experience and professional knowledge in handling mergers, demergers, asset transfers and changes of legal form, in accordance with the German Reorganisation of Companies Act (UmwG), in such a way as to optimise the company’s fiscal position.

Transactions

In a lively economy, acquiring and disposing of companies is the order of the day. BMT advises both buyers and sellers on the proper planning, designing and handling of asset deals or share deals, from the obligatory non-disclosure agreement, the legal analysis of the target company (due diligence), the drafting and negotiation of contractual documents to the signing and closing of the deal.

Conflict resolution

Wherever people co-operate, small or larger controversies are almost inevitable. The same applies when several entrepreneurs or companies merge into one company in order to promote a common purpose. Not infrequently, when such disputes arise between shareholders those involved threaten to lose sight of the welfare of the company. Based on sound legal expertise and well-grounded experience, the lawyers at BMT help resolve conflicts, applying entrepreneurial understanding and personal empathy.

On many occasions, amicable solutions are often achieved early on through settlement negotiations or mediation. Where the extrajudicial settlement of disputes is not an option or fails, BMT also represents its clients in shareholder disputes of any kind, frequently within the scope of nullity, contestation or declaratory proceedings under company law, as well as preliminary injunction proceedings.