SZA Is Involved in Virtually Every Corporate Dispute.«

WWW.SZA.DE 1 WWW.SZA.DE 2 »To be a good advisor to a company an attorney must necessarily be a good advisor to its people too.«

Heinrich Kronstein

1 »Outstanding networking in management and supervisory committees«

JUVE Handbuch Wirtschaftskanzleien Corporations come to us.

Because we are different. »This law firm plays in the major leagues when it comes to the quality and complexity of its cases.«

JUVE Handbuch Wirtschaftskanzleien

»Unmatched boardroom advisors.«

Chambers Europe

»Some of the brightest minds in the German market.«

Chambers Europe »A first rate think tank.«

Handelsblatt, Elite Report

»SZA has developed a standard of cooperation between fields of practice that far outmatches its competitors.«

JUVE Handbuch Wirtschaftskanzleien »Until now, there was no such highly specialized corporate boutique in the German market.«

JUVE Handbuch Wirtschaftskanzleien For many decades, Schilling, Zutt & Anschütz has been one of the most reputable German corporate law firms. We advise domestic and international clients in nearly all areas of corporate and commercial law. The close conjunction of legal practice and scholarly activities, which has been a distinguishing quality feature of our firm, allows us to provide our clients with legal advice on the highest level in both transactions and disputes or litigation as well as in providing legal opinions.

»This firm sets standards.«

JUVE Handbuch Wirtschaftskanzleien

PROFILE

The firm, with currently over 60 attorneys, It is our conviction that the quality of legal advises domestic and international clients advice does not depend on the size of a in all central areas of commercial law, with firm but on the qualification of its attor a focus on corporate law, M & A, capital neys. Central elements of our profile are markets, litigation and arbitration, labor close connections between clients and law, antitrust law, intellectual pro perty, the responsible partner as well as working competition law, tax, real estate, restruc in teams of appropriate sizes whose turing, enterprise succession, trusts and composition is determined in accordance foundations of appropriate sizes, the com with the requirements of the respective position of each being determined by matter. the requirements of the matter at hand. HISTORY

The roots of Schilling, Zutt & Anschütz the University of Heidelberg, where he reach back more than 80 years. The first also served as professor of international generation of partners included such law. The outstanding reputation of both notable personalities as Heinrich Kronstein, Wilhelm Zutt (1890 – 1962) and Wolfgang Wilhelm Zutt, and Karl Geiler, who worked Schilling (1908 – 1992) is reflected in their on prominent mergers and important membership in various legislative commit antitrust matters as early as the 1920s. tees and numerous supervisory boards. They shaped the theory and practice of modern corporate and commercial law in The close conjunction of legal practice Germany like few others. After emigrating and scholarly activities is a particular in 1935, Heinrich Kronstein (1897 – 1972) quality feature of our firm. Schilling, Zutt & initially worked in the US Department of Anschütz therefore remains one of the Justice’s antitrust department. Later, most renowned German corporate law he taught at Georgetown University in firms and advises or has advised leading Washington, DC and at the University of domestic and international businesses Frankfurt am Main. In 1946, Karl Geiler in matters of exceptional importance (1878 – 1953) was appointed the first Prime (e.g. Daimler-Benz AG in the merger with Minister of the State of Hesse by the US Chrysler). military government and later taught at »Innovation paired with tradition, that is how SZA scored.«

JUVE Handbuch Wirtschaftskanzleien »Excellent connection to executive staff«

INTERNATIONAL NETWORK

We have always advised both domestic projects, which, without exception, are and international clients. In cross-border among the leading firms in their respective matters, we can rely on cooperation with jurisdictions. foreign firms tried and tested in many »The preservation of the ability of a company to perform and compete requires the integration of diverse interests.«

Wolfgang Schilling 16 Corporate & Group Law 20 Mergers & Acquisitions 24 Tax 28 Compliance 32 Capital Markets 36 Litigation and Arbitration 40 Labor Law 44 Competition 48 Intellectual Property / IT 52 Private Clients 56 Public and Administrative Law 60 Real Estate 64 Restructuring 68 Banking & Finance Corporate & Group Law

Restructurings

Reorganizations and changes of corpo rate form, including SEs and cross-border mergers

Capital measures and restructurings

Preparation of and legal assistance during general shareholders’ meetings

Executive liability

Compliance issues

Actions for rescission, shareholder actions and other corporate disputes

16 »… one of Germany’s top addresses for corporate law.«

azur100

Joint partners can have different interests.

We are creating an integrated whole. Corporate & Group Law

Schilling, Zutt & Anschütz advises on all areas of corporate and group law. Our traditional areas of practice include the preparation of company meetings and general shareholders’ meetings, advice on transactional corporate issues as well as matters of executive liability and other complex corporate issues. Compliance-related issues are another focus of our corporate practice.

TRANSACTIONS AND RESTRUCTURINGS

Transactions and restructurings form an clients in connection with the realignment important part of our corporate and group of their financial framework (e.g. capital law practice. Aside from any corporate increases or decreases). Our legal advice issues arising in connection with acquisi and representation includes attending to tions, divestments or takeovers, we are our clients’ needs throughout all phases of very active in advising on corporate such projects: from optimal structuring restructurings. In this regard, focal points through preparation and execution of the of our practice are mergers, demergers, transaction, defense against possible spin-offs, changes of corporate form and blockades and potential subsequent reorganizations as SEs as well as advising shareholder actions.

18 GENERAL ADVISORY SERVICES

Many of our clients have trusted our advice advice to executive and supervisory board in all corporate matters for decades. This members or general managers as well may concern issues of individually tailored as implementing changes required in con and optimized corporate governance, the nection with new corporate legislation. preparation and realization of company In addition, we provide comprehensive meetings and general shareholders’ advice on compliance-related issues. meetings, disputes between shareholders,

CORPORATE DISPUTES

Representation in disputes – whether tion with the dismissal of board members before the courts or in arbitration – is or claims for damages against board another important part of our corporate members, shareholder actions, approval practice. This includes disputes in connec processes according to Sec. 246a Ger tion with conflicts between majority and man Stock Corporation Act (Aktiengesetz) minority shareholders or executives, defi or Sec. 16 para. 3 German Reorganization cient resolutions (in particular actions for of Companies Act (Umwandlungsgesetz) rescission), procedural disputes in connec as well as preliminary measures.

»Outstanding reputation and tradition in corporate and stock corporation law«

JUVE Handbuch Wirtschaftskanzleien

19 Mergers & Acquisitions

Corporate acquisitions and sales

Takeovers

Joint Ventures

Restructurings

Cross-border amalgamations

M & A-related litigation and arbitration

»Constantly involved in high-value deals«

Legal 500

20 You do not buy a company every day.

It’s nice to rely on someone whose everyday business it is. Mergers & Acquisitions

The globalization of business and the increased competitive pressure caused by it require many businesses to grow not only organically but also through acquisitions, concentrate on particular fields of business and part with others. In this regard, we advise our clients on all issues and in all phases, from the optimized structuring of the transaction and its preparation to its successful implementation and the integration of newly acquired companies or reinvestment of proceeds from divestments. One of our particular strengths is our close cooperation with our colleagues from other practice areas contributing their special expertise regarding the issue at hand.

22 CORE ADVISORY SERVICES

Our core advisory services in the M & A kind including cross-border mergers. We field include acquisitions and divestments advise both listed and unlisted companies of businesses including due diligence on domestic and cross-border projects. exercises, company takeovers under the In connection with the latter, we can rely German Acquisition and Takeover Act as on our tried and tested cooperation with well as defending against such, the found foreign law firms which, without excep ing, rearrangement and dissolution of joint tion, are among the leading firms in their ventures as well as restructurings of any jurisdictions.

BROAD EXPERTISE

Almost all transactions pose difficult legal attorneys therefore work closely with our issues in particular areas of expertise. experts in the other practice areas in order These may concern labor law, intellectual to utilize their know-how for the benefit of property, information technology, antitrust our clients. law or administrative law. Our M & A

ARBITRATION AND LITIGATION

Our M & A attorneys also have extensive blockade attempts by minor sharehold expertise in representation in disputes and ers). In addition, we advise clients in con litigation, whether before the courts or in nection with so-called post-M & A disputes arbitration. They bring this expertise to (e.g. enforcement of or defense against M & A projects in which the envisioned warranty claims arising from share pur measures lead to conflicts (e.g. between chase and business transfer agreements). shareholders with conflicting interests or

23 Tax

Structuring acquisitions and divestments (national and cross-border), negotiations (tax clauses)

Structuring and corporate law advice in business reorganizations and restructurings including plans of procedure plans of procedure (practical implementation)

Accompanying tax audits and special audits (VAT, wage tax)

Obtaining binding information / conclusion of acutal agreements and settlements in tax proceedings

In and out-of-court representation in tax-related matters

Analysis of and advice on questions relating to the Investment Tax Act and Foreign Relations Tax Act

Internal investigations, tax compliance audits

24 Fair taxation is the basis of a modern state.

Reality does not always reflect this. Tax

Tax law is a crucial field of law in a modern state. Tax revenue safeguards the financial foundation of our public welfare. Yet, the overboarding and ever growing complexity of this field of law oftentimes leads to unjustified and avoidable tax burdens. Our most distinguished goal is to prevent you therefrom and to safely guide you through this area of law.

26 FOCUS AREAS OF OUR SERVICES

We advise our clients in all questions of national aspects (Foreign Transaction Tax corporate taxation (including VAT and Act, taxation of relocation). Furthermore, customs duties), international tax law, and we advise our clients in tax audits and tax-optimized structuring of acquisitions proceedings before the financial courts. and divestments, as well as regarding We will also be pleased to cooperate with inheritance and gift tax, including inter our clients’ tax advisors.

GENERAL ADVISORY SERVICES

Many of our clients have appreciated Such matters concern both tax optimiza the expertise of our team for years and tion of planned measures as well as have demonstrated their trust in our ability issues arising within the framework of to answer complex legal questions. inspections.

PRACTICE-ORIENTED APPROACH

The goal of our consultation arrangement sary steps with regard to corporate and is to find practice-oriented solutions. civil law in detail while dealing with the We do this by demonstrating the neces implementation thereof.

FOCUS ON CLIENT INTERESTS

We spare no efforts to pursue the inter However, we also know to carefully weigh ests of our clients before authorities in a alternative actions. Our goal is to provide sustainable manner and to take the ne- added value for our clients without losing cessary procedural steps before courts. sight of what is feasible.

27 Compliance

Development and implementation of compliance systems

Increase in efficiency and development of the compliance organization

Compliance inspections and internal reviews

Compliance-related proceedings

»Knowledge of the law means freedom from the law.«

Max Hachenburg

28 Everyone talks about your obligations.

We secure your rights.

»Knowledge of the law means freedom from the law.« Compliance

Regardless of the industry or size, companies are forced to follow a vast number of legal statutes. Violations of such statutes can damage one’s reputation, result in fines and claims for damages or even criminal investigations. One can only hope to circumvent such results if one recognizes the risks on time. The construction of an available compliance system is of high importance for this purpose. Our compliance teams will support you in this from A through Z: We analyze the individual risk factors in the company, develop a customized prevention system and arrange for the optimal implementation thereof. In addition, our teams have demonstrated expertise in dealing with compliance violations which have already taken place.

30 ARRANGEMENT OF COMPLIANCE SYSTEMS

We begin by analyzing the status quo and which consists of specialists from a designing and developing a compliance number of legal fields such as corporate organization. In this process, you profit law, labor law, antitrust law or tax law, from the vast experience of our team, depending on your precise needs.

SUPERVISION AND OPTIMIZATION

A sustainable compliance organization of your compliance system. We will also requires consistent control and improve keep you up-to-date on any legal changes. ment. We support you in supervising Our highly specialized attorneys also give the processes in the company and are lectures and provide your employees and available for the further development managers with the necessary knowledge.

ENFORCEMENT OF THE COMPLIANCE CULTURE

Even the best compliance organization a finding, we will plan the legal steps with cannot fully exclude human misbehavior. you and assert your rights in and out of Should you become suspicious of such, court. We will also represent you if claims our teams will help in uncovering the for damages are asserted or inspections facts, determining the parties responsible are carried out by the authorities as a result and analyzing the possible manners in of a compliance violation. which to react. If the suspicion leads to

31 Capital Markets

IPOs

Capital increases

Takeovers and defense against takeovers under the German Acquisition and Takeover Act

Insider law

Ad hoc publications

Capital markets law compliance

Capital markets litigation including KapMuG cases

32 Capital markets have their own complex logic.

That makes mastering their laws so essential. Capital Markets

In the field of capital markets law, Schilling, Zutt & Anschütz advises domestic and international issuers and underwriters on transactions, e.g. IPOs, capital increases or the issuance of convertible bonds. Another focus of our practice in this field is advising board members in connection with follow-up obligations under capital markets law, e.g. the prohibition of insider trading, ad hoc publications or publication of shareholdings required by capital markets law. In addition, we represent issuers in capital markets law litigations.

34 TRANSACTIONS

Transactions are an important part of our ket or entry standard. Our legal services capital markets practice. Aside from the in connection with capital markets trans preparation of and defense against take actions further include accompanying our over bids, we advise on IPOs, the issuance clients through all phases of such projects: of subscription rights, the replacement of from creating an optimized project struc shares and the issuance of convertible ture to conducting due diligence and pre bonds. Our expertise with regard to the paring documentation of the voting for the issuance and placement of securities appropriate supervisory authorities and includes both the admission to regulated registration offices, to handling follow-up markets and the inclusion in the open mar obligations resulting from the listing.

GENERAL ADVISORY SERVICES

We advise many clients on all regulatory ity as well as compliance with new capital issues which result from the admission of markets legislation. In addition, we advise their financial instruments to the German our clients with regard to organizational stock market. This concerns e.g. ques- measures required to ensure the compa tions of insider trading, ad hoc publica ny’s compliance with securities trading tions, publicity of shareholdings required laws (capital markets law compliance). by capital markets law, questions of liabil

CAPITAL MARKETS LITIGATION

Litigation is another important part of our damage claims under capital markets law. capital markets practice. Our activities in We have extensive experience in connec this field include representation in govern tion with class actions under the German mental investigations (e.g. in connection Capital Markets Test Case Act (KapMuG). with insider information) and, in particular,

35 Litigation and Arbitration

Actions regarding deficiencies in resolu tions (shareholder actions, nullification actions and declarative actions)

Approval and release proceedings

Interim relief

M & A-related disputes

Disputes in connection with complex agreements

»Rife with respect and sometimes with a little bit of envy, that is the way the litigation community talks about SZA Schilling, Zutt & Anschütz.«

JUVE Handbuch Wirtschaftskanzleien

36 We hold on to good traditions.

Winning law suits for example. Litigation and Arbitration

One of our core competences is comprehensive advice on and representation in disputes or potential disputes both domestically and in foreign jurisdictions before the courts as well as in institution- alized or ad hoc arbitration. Our activities in this field are not limited to conducting the litigation, but rather include dispute prevention and mediation as well as optimized preparation of the litigation or arbitration and the subsequent enforcement of judgments.

CORPORATE LITIGATION

The spectrum of our corporate litigation procedures regarding the compensation and arbitration practice comprises dis of withdrawing shareholders. Other mat putes regarding deficiencies of resolutions ters of particular practical importance including shareholder actions, nullification in our litigation practice include approval actions and declarative resolution actions and release procedures according to Sec. concerning AGs and GmbHs as well as 246a German Stock Corporation Act actions for declarative nullification judg (Aktiengesetz), Sec. 16 para. 3 German ment concerning private companies and Reorganization of Companies Act all other types of procedures and actions. (Umwandlungsgesetz) and interim relief Furthermore, we advise on disputes in as well as the defense against such connection with the dismissal of board including the preparation and submission members, shareholder actions and other of preemptive briefs.

38 M&A-RELATED DISPUTES

Claims for warranties arising from M & A complex contractual relationships between agreements pose especially demanding businesses (e.g. in connection with the challenges as regards efficient manage acquisition of certain assets, company ment of the dispute due to their complex financing or the establishment of other nature. This is similarly true for other highly long-term business relationships).

GENERAL COMMERCIAL DISPUTES

We represent our clients in all areas of sis of the relevant facts, collection and general corporate and commercial law preservation of evidence, support and and in all other fields in which our firm is representation in extrajudicial negotiations active, both in procedures leading to judg and legal representation before the courts. ment and enforcement as well as in pro Legal representation in connection with ceedings for the preservation of evidence/ real estate transactions, financing and col discovery, trial by record and interim relief lateral security agreements, cooperation measures. We offer a comprehensive ser agreements and distribution agreements vice comprising the discovery and analy is another focal point of our practice.

ARBITRATION

Our services also include the preparation disputed matter and the subsequent court of and representation during domestic proceedings. Our attorneys are specialists and international arbitration proceedings. in both questions of substantive and pro We place an especially high value on inter cedural law. They have extensive experi locking the legal and factual analysis of the ence as both counsels and arbitrators.

»SZA is involved in virtually every corporate dispute.«

JUVE Handbuch Wirtschaftskanzleien

39 Labor Law

Advice on and drafting of employment agreements

Advice and representation in all matters of employee participation (working time models, bonus and remuneration schemes, IT systems)

Preparation and implementation of re structurings on operational and corporate levels, in particular negotiations regarding conciliation of interest and social plans (including arbitration committee proceed ings)

Labor law advice in connection with cor porate acquisitions and sales

Representation of businesses concerning company wage agreements

Representation of executives from nego tiation until termination of their employ ment agreements

Legal representation in all judicial instances

40 Your employees want fairness. Your controller wants efficiency.

We make sure your company gets both. Labor Law

Labor law has traditionally been one of the fields in which Schilling, Zutt & Anschütz provides comprehensive advisory services and representation in extrajudicial and judicial proceedings. Global competition and continuing technological change require businesses to continually align their operational structure and work models to attain maximum efficiency and exploit synergies. One important means to this end is the application of instruments labor law provides in this respect.

BOARD MEMBERS AND EXECUTIVES

Matters concerning board members and ments, the focus is on the remuneration other executives form an important part provisions and change of control clauses. of our work. In these matters, we do not Regarding the termination of executive only work for companies but also repre employment agreements, the areas of sent board members and managing direc particular concern include compensation tors in connection with the creation of schemes and provisions regarding post- their employment agreements as well as contractual non-compete clauses as well in negotiations around their termination. as pension entitlements. In drafting managerial employment agree

42 EFFECTIVELY AND FAIRLY DESIGNING OPERATIONAL STRUCTURES

We advise and represent both mid-size Economical changes and crises arising in businesses and international conglomer some fields of business often make sub ates concerning the design and drafting stantial restructurings and relocations of of employment agreements for individual business areas necessary. In these cases, groups of employees as well as concern- we advise and represent clients in all indi ing the drawing up and negotiation of shop vidual and collective labor law matters agreements regarding working hours, from planning through implementing the variable remuneration (e.g. bonuses and measures required. This in particular com target agreements) and structuring of prises representation in proceedings workplaces (in particular in IT) with works before arbitration committees regarding councils. The representation of businesses reconciliation of interests and social plans, in negotiations about company agree the transfer of groups of employees into ments with unions comprising pay scale so-called transfer entities as well as repre provisions specifically tailored to the com sentation of companies in labor (dismiss pany’s needs make up a considerable als protection) litigation in all judicial part of our labor law practice. instances.

TRANSACTIONAL LABOR LAW

Since both the acquisition and the sale of with the M & A practice groups in these businesses result in a considerable need projects, allowing us to provide our clients to provide for the transfer resp. takeover with comprehensive legal service from a of the employees of the target company, single source. our labor law practice group works closely

43 Competition

Antitrust proceedings before the European Commission and the German Federal Cartel Office

European and national merger control

Antitrust risk assessments and antitrust audits

Compliance programs and further preventive measures

Distribution and contract-related antitrust law

44 Size can be a problem.

But only if you do not consult us in advance. Competition

We advise our clients on all aspects of competition law and merger control. In the case of a transaction we support our clients throughout all stages from strategic planning to the successful completion of the notification procedures before the competition authorities. A further important focus of our work is on cartel cases. Furthermore, follow-on damage claims are a prominent part of our practice.

ANTITRUST PROCEEDINGS

Antitrust proceedings are an important Our Brussels office allows for a steady focus of our work. We represent compa contact with the European cartel authority nies before the European Commission and thereby guarantees for the best and the European courts as well as before on-site representation of our clients. the German Federal Cartel Office and in Furthermore, national cartel cases are of national court procedures. In cartel cases great importance for our practice group. our team has especially extensive know- We have represented businesses from how and longtime experience. We have various industry sectors before the Fed successfully defended international and eral Cartel Office and the competent German clients in numerous administrative Higher Regional Court (Oberlandesge cartel cases and court procedures on a richt) and have successfully negotiated European level. These cases include, inter settlements with the antitrust authority, alia, automotive wire harnesses, freight inter alia, in the widely recognized rail sup forwarding, window fittings, bathroom ply cartel case. Our experience in Euro fittings & fixtures, airfreight, industrial bags, pean and national cartel cases guarantees carbonless paper, newsprint paper, vita for the development and implementation mins, district heating, and cartonboard. of the most promising defense strategy.

46 MERGER CONTROL

Acquisitions, mergers, the establishment We combine long-term expertise with of joint ventures and comparable transac experience in various business sectors. tions require early competition law exper European procedures and multi-jurisdic tise in order to identify antitrust risks and tional filings are notably handled by our to prepare any necessary filings with Brussels office. We ensure the smooth the competent antitrust authorities. We implementation of the transaction by indi advise German and international clients vidual strategic advice and effective han in all merger control aspects and repre dling of the matter. Our range of service sent them in the merger control proce of course also includes antitrust risk dures before the European Commission analyses in early stages of a transaction. and the German Federal Cartel Office.

COMPLIANCE

In the light of exorbitantly increased fines tailored to the needs of our clients. Our and due to successful leniency programs, range of services includes comprehensive we also prioritize advice on preventive audits as well as trainings, seminars, work measures with the aim to avoid antitrust shops and any other measures required law infringements. We offer antitrust com to maintain antitrust compliance within a pliance programs that are individually business.

FOLLOW-ON DAMAGE CLAIMS

More and more damage claims arise out sary antitrust know-how combined with of European and national cartel cases. our broad experience in litigation. As in We have outstanding expertise in these merger control and cartel cases we work so-called „follow-on“ damage claims. closely with renowned economic experts This enables us to provide our clients if required. legal advice that is based on the neces

47 Intellectual Property / IT

Advice on and development of intellectual property strategies

Intellectual property applications and registrations

Pre-trial advice on infringement disputes, development of enforcement and defense strategies concerning intellectual property infringements

Representation before the courts and arbitral tribunals in infringement actions and other intellectual property or competi tion disputes

Drafting and negotiation of intellectual- property-related agreements

IT outsourcing, business process out sourcing, offshoring, legal advice on IT projects

48 Excellent ideas are rare.

Protecting your ideas is our business. Intellectual Property / IT

Taking into account the continuing globalization of markets and the resulting growth of international competitive pressure, intangible assets are becoming a more and more important factor for the success of a business. Protecting and enforcing intellectual property rights is therefore an indispensable part of any business strategy. We develop and implement strategic concepts for the protection and enforcement of their rights for our clients.

50 EFFECTIVELY PROTECTING AND ENFORCING INTANGIBLE ASSETS

Success in international competition and laws against unfair competition as well requires the effective protection of intan- as press and media law. Thanks to our gible assets. Intellectual property infringe- cooperation with respected domestic and ment extends across domestic boundaries international law firms, we are able to pro and concerns all companies and fields of tect and enforce intangible assets across business. Our attorneys have extensive borders and to advise on all matters con experience in all relevant areas of intellec cerning intellectual property in connection tual and industrial property law, namely with business transactions, joint ventures, patent law, trademark law, copyright law cooperation agreements, etc.

INVESTING IN THE FUTURE

The need to use the latest in information we advise and represent business and technologies results in considerable governmental clients in complex IT and investments and dependencies for any outsourcing projects – from the tender business. Therefore, the chances modern phase to contract drafting and negotia information technology affords are mir tion, conclusion of the agreements and rored by considerable risks which must be beyond. recognized and prevented. This in mind,

SAFEGUARDING BUSINESS SUCCESS

Ambiguous and insufficient contractual all parties involved, is the essential frame provisions in connection with outsourcing work for a successful and lasting coopera or research and development projects as tion. Together with our clients, we ensure well as licence agreements and disputes that the contractual agreements reflect the resulting from these can lead to grave economic conditions and the expectations consequences for any business. There of the parties in a correct legal manner fore, a legally sound agreement, appropri and avoid future conflicts. ately taking into account the interests of

51 Private Clients

Estate law and anticipated succession

Estate and endowment tax law

Execution of wills and advice in connec tion therewith

Tax law advice in connection with asset management

Relocation to a foreign country

Laws on foundations and nonprofit organizations

Art law and laws on culturally valuable goods

Organization and selection procedures for custodian banks and asset managers

Corporate and related tax law advice for family-owned businesses and their share holders

Pre- and postnuptial agreements

52 Every family is special.

We assure it stays this way. Private Clients

Our private clients practice group takes on the particular challenge of shaping the economic present and planning for the future of entrepre- neurs, wealthy individuals and family-owned businesses in the domestic and international environ- ment. The focal points of our services are estate planning, corporate and tax law advice, the laws on foundations and nonprofit organizations, legal and tax advice in connection with asset man agement and structuring as well as matrimonial property law.

»They enjoy a brilliant reputation in the area of foundations and corporate succession far beyond professional circles. Even in international tasks, demanding clients are convinced.«

Handelsblatt, Elite Report Edition

54 EFFECTIVELY SAFEGUARDING WEALTH

We concern ourselves with all legal and negotiation and conclusion of asset man tax aspects in connection with assets, agement agreements und agreements employing an interdisciplinary approach to with custodian banks. Another focus of cover all areas of the law relevant for the our practice is advising family-owned long-term safeguarding of wealth: estate companies and their shareholders. In this law, matrimonial property law, tax and area, we particularly focus on the drafting corporate law. We also attend to all other of shareholder agreements. In this regard, matters interconnected with assets and we maintain a view to the entire business property, e.g. the laws on foundations and background (e.g. the reconciliation of the laws concerning objects of cultural prenuptial agreements and wills with share value. We are frequently involved in the holder agreements and tax provisions).

FOCUS

Our practice is both domestic and inter relationship of trust. Some clients and national. We are able to comprehensively families have been represented by us over advise clients who do not reside in Ger several generations. Each of our clients many or whose entire or partial assets are can count on our individual attention – in located in foreign countries together with both legal and personal matters. As spe our partners of many years in Germany cialists in our field, we provide responsible, and abroad. The same is of course true personal and dedicated advice in legal for foreign clients with assets or interests matters and concerning transactions in Germany. In order to provide the best to individuals and tax advisors, private individually tailored personal advice to our banks, asset managers and family offices clients, we put a special emphasis on a on a regular basis.

55 Public and Administrative Law

Trade regulations

Environmental law

Subsidies law

Public procurement

European law and constitutional law

Communal trade regulation

Public and administrative law support in M & A transactions

56 The government sets the rules.

We govern the rest. Public and Administrative Law

Business is regulated in numerous ways: Provisions of environmental law and administrative regulations on trade, which are increasingly dominated by European law, contain detailed guidelines for business and entrepreneurial activities. Consequently, the success of a business depends on finding efficient solutions for complying with governmental regulations.

58 FOCUS

Businesses and associations rely on our or machinery, the manufacture of goods expertise in the evaluation of complex and the provision of services. Substances questions of public and administrative law laws (inter alia chemicals and plant pro as well as in connection with their relation tection laws as well as laws regarding bio ships with authorities, representation cides), e.g. in connection with REACH, and before the courts or regarding the identifi recycling and waste regulations (e.g. the cation and resolution of conflicts. At the packaging ordinance) are focal points of same time, we can draw on the experi our practice. Our public trade law practice ence of our colleagues from other practice also consists of subsidies laws, e.g. in groups when dealing with interdisciplinary case a business wishes to defend itself issues. against claims for repayment of subsidies. Furthermore, questions of European and We advise businesses in all areas of pub constitutional law as well as advice in lic and administrative law. Our range of connection with building permits are main services in particular includes adminis areas of our practice. In addition, we trative regulations on trade as well as envi advise on issues relating to government ronmental laws concerning regulatory aids, public procurement and communal requirements for the operation of plants trade regulations.

SUPPORTING M& A TRANSACTIONS

A further focus of our practice is support control. Furthermore, administrative and ing M & A transactions in public law public legal problems, especially on a aspects. Aside from analysing govern European level, may arise in connection mental acts during due diligence exercises, with capital markets and corporate law M & A transactions oftentimes include which we address by closely working with important questions of public and admi our M & A colleagues. nistrative law, e.g. concerning emission

59 Real Estate

Real estate transactions, national and international

Real estate financing

Real estate development

Real estate funds

Real-estate-related public administrative law

Commercial leases

Broker-related issues

Asset management

Public-private partnerships

Advice on tender law in public construc tion or real estate projects

Litigation and arbitration

60 Real estate is a limited resource.

All the more reason to get good advice in this field. Real Estate

Real estate has always stood for long-term stable investments. However, yet the goals investors strive to achieve with real estate are as diverse as the individuals living in or using real estate. Therefore, we comprehensively advise financial investors resp. real estate funds as well as traditional real estate companies in all areas of real estate law.

62 FOCUS AREAS OF OUR SERVICES

Our real estate team’s advice focuses on and taking into account areas of public the planning, structuring, and execution administrative law such as tenders, plan of transactions concerning all types of ning, or environmental law – irrespective real estate. We have extensive experience of whether the transaction in question is with residential portfolio transactions as a share deal or an asset deal. Of course, well as commercial properties. Aside from our clients can always enlist our real estate legal advice, our services also include the specialists with regard to any questions tax-optimized structuring of real estate of real estate law after consummation of transactions. You can expect comprehen a transaction as well. sive advice from a single source, including

REAL ESTATE TRANSACTIONS

The way to the notary can sometimes be us to legally structure and tax-optimize longer than the parties to a real estate acquisition and sales processes. We per transaction may have envisioned. We form legal due diligence for you, draft and accompany and advise our clients on negotiate the property or share purchase this way – whether it begins with an letter agreement, and remain available to advise of intent, a tender offer, or whether it you on all questions of real estate law becomes a winding road. You can expect after completion and transfer of property.

DAY-TO-DAY ADVICE

Even if real estate is not currently part of a regarding not only lease agreements transaction, it requires careful administra and general contractual law but also tion. Proper facility management is a key construction and property law may be building block in preserving a property’s required, which we naturally provide. value. From a legal perspective, advice

63 Restructuring

Corporate sales and acquisitions in crisis or insolvency

Debt-equity swaps and other restructuring measures

Shareholder loans and other financing instruments

Company reorganizations and out-of- court restructurings

Advice to board and management mem bers in crisis situations and in connection with restructuring measures

Advice to creditors in insolvency proceedings

Advice to investors on the acquisition of nonperforming loans

64 In a restructuring, many interests are at stake.

Our experts know how to preserve yours. Restructuring

Repeatedly, businesses face great challenges due to their financial situation, due to the general economic climate, or internal influences. Company financing may need to be restructured, business areas may require reorganization, or parts of a business may have to be sold. Schilling, Zutt & Anschütz comprehensively advises their clients to strengthen them for the future. The firm’s expertise in our specialties – corporate law, tax law, labor law, and litigation – enables us to provide optimal advice in difficult situations.

66 TRANSACTIONS

Transactions are an important part of our loans. Very often, such transactions are work in restructurings. We advise on busi done together. We assist businesses or ness acquisitions and sales in crisis as well individual creditors in out-of-court restruc as on sales out of insolvency. Furthermore, turings. This also applies to financing in we provide advice and support on restruc crisis. We support our clients in struc turing measures such as debt-equity turing shareholder loans or other mezza swaps or the acquisition of nonperforming nine financing.

ADVICE TO BOARD MEMBERS

A crisis of a company bears risks for the transactions prior to a possible insolvency. acting persons as well. We advise mem In such situations, we comprehensively bers of boards and management institu assist and advise these persons in order tions regarding their duties. In particular, to safeguard them from personal liability this concerns questions of the duty to file and criminal charges. for insolvency and issues concerning

ADVICE TO INVESTORS

On the other hand, others’ crises may from a company in crisis or insolvency, provide great opportunities to specialized also with regard to insolvency proceed investors. We advise these on the acqui ings and out-of-court restructurings. sition of businesses or business areas

67 Banking & Finance

Syndicated loans

Acquisition financing

Real estate financing

Leasing

Project financing and PPP

Investment financing

Work-outs / restructuring

Tax-optimized financing

General bank and bank supervisory law

68 Financing requires tailored solutions.

And you won’t just find them sitting on the shelf. Banking & Finance

The financial markets are in a phase of radical change. This comes along with countless legislative initiatives and regulatory changes. Our consultation takes into consideration current market and statutory developments as well as their implementation and application on the national and international markets. We also have extensive experience in dealing with the competent authorities at a regional, national and international level.

70 FOCAL POINTS OF CONSULTATION

In addition to issues dealing with general the necessary financing and security bank and bank supervisory law, we agreements and comprehensively guide advise our clients in all matters concern our clients in implementing and carrying ing financing transactions such as those our their financing and projects. Our regarding (tax-optimized) structuring expertise in financial law further com of financing and financing instruments, prises advice on work-outs / restructuring. including corresponding capital market We are well aware of what it takes in a products. We draft, negotiate and finalize company crisis.

INDUSTRY-SPECIFIC, FULL SERVICE

Our bank and financial law practice is an our clients, in particular in the field of integrated part of the comprehensive con private equity and in the energy and real sultation services provided by SZA in all estate industry. This focus is what makes areas of commercial law – in all relevant our consultation exceptional – through economic sectors. We arrange client- detailed knowledge of current develop specific and efficient teams of experts, ments, market standards and precedents who quickly and comprehensively meet in the respective sectors. the industry-specific requirements of

71 Concept & Design: Nina Schaarschmidt, Frankfurt am Main Photography: Becker Lacour Frankfurt am Main Printing: Druckhaus Becker GmbH, Ober-Ramstadt