Mergers & Acquisitions, Private Equity and Venture Capital.
Our counsel encompasses all matters regarding the formation, acquisition and sale of companies. We assist our clients in structuring, due diligence and the drafting of all transaction documents. We organize sales procedures and mergers and lead negotiations for our clients. In the private equity sector, we assist our clients in all types of buy-in and buy-out transactions, restructurings and exits. In the venture capital sector, entrepreneurs and investors mandate us in connection with the formation, structuring and expansion of start-up companies.
Partnership Law and Corporate Law.
We advise national and international companies, their managing bodies and their shareholders in all aspects of corporate law. This includes all types of partnership law, including limited partnerships (Kommanditgesellschaften) and commercial partnerships ("& Co. KGs"), stock corporation law, law pertaining to German GmbHs and groups of companies as well as joint ventures and the ongoing management of corporate law agreements. We assist our clients in the formation of companies and later restructuring thereof, the drafting of corporate governance documents as well as all structural and capital measures. This includes, inter alia, transformations, mergers, and de-mergers as well as the conclusion and implementation of contracts between business enterprises. We help in the preparation and execution of shareholders' and general meetings. For listed companies, this also includes the complete management of the meetings, dealing with critical shareholders and publication and reporting duties in accordance with the German Securities Trading Act and the Corporation Act.
We advise and represent our clients in corporate and commercial disputes. Our field of work encompasses pre-litigation negotiations and dispute resolution as well as court and arbitration proceedings.
Privatizations and Public Private Partnerships.
We advise the public sector and German and foreign investors with regard to privatizations and public private partnerships. Our counsel encompasses in particular preparatory restructurings such as transformations, split-ups and spin-offs as well as the drafting of share purchase, investment and shareholders’ agreements. We furthermore advise with regard to operator, management and commissioning models, financing structures and on basic budgetary, fiscal and administrative law matters. We have particular experience with public utilities and waste disposal, savings banks (Sparkassen) and banks of the federal states (Landesbanken) and the infrastructure sector.
We advise our clients in their involvement in regulated markets and assist them in their dealings with authorities. Our counsel encompasses matters of administrative law, security and risk management as well as aspects pertaining to the access to limited resources and the monitoring of competitors. We have particular experience in bank regulatory law, air traffic law, public utilities and waste disposal law and emissions trading law, including the conceptualization and execution of international climate protection projects. We assist our clients in dealing with emissions rights in business transactions and in insolvency proceedings.
Restructuring and Insolvency Counsel.
We assist debtors and creditors, managing directors and shareholders as well as insolvency administrators in all types of insolvency and recapitalization transactions. We use our many years of experience in insolvency administration to the benefit of our clients. As a preventive measure, we assist our clients in the structuring of insolvency-proof agreements. We advise with regard to the creation and enforcement of security, the development of recapitalization concepts and the necessary restructuring measures in crisis situations and insolvency. We have proven experience in financial structuring such as debt-equity swaps and the sale of non-performing loans as well as acquisition out of insolvency. We have a profound track record of transactions regarding cross-border insolvency, inter alia involving European insolvency law.
We have extensive experience winding up corporate insolvencies in various industries and on a range of scales, including listed stock corporations. Two partners of the firm regularly work as court-appointed insolvency administrators and custodians. In debtor-in-possession proceedings, we advise the management from the insolvency filing until completion of the restructuring. All partners have sustained professional experience in complex insolvency and restructuring cases. Our goal is to preserve companies and jobs and satisfy creditors as best as possible. We use the leeway of the Insolvency Code to do so – ranging from the recapitalization through the transfer of business to another company to insolvency planning procedure.
SJPP conducts its insolvency administration services through an independent partnership, the Schmidt-Jortzig Petersen Penzlin Insolvenzverwaltung Partnerschaft von Rechtsanwälten mbB.
Special Proceedings in Public Law.
We assist enterprises, associations, political parties and parliamentary groups in attending legislative procedures as well as in the legal assessment of enacted statutes. This includes the preparation of constitutional and administrative law opinions as well as representation before courts. SjPP has worked predominately in the fields of bank regulatory, energy and climate protection, hunting and nature conservation, medical engineering, the law of public banks and in insurance law.