SIBETH offers a complete advisory service on all matters of corporate law applying to partnerships, limited companies and corporations. This includes the incorporation and capitalisation of companies, the preparation and facilitation of company meetings (including AGMs), the admittance of further shareholders, the development of share option programmes, the formation of branch offices (both domestically and abroad), the establishment of affiliates, as well as the restructuring and liquidating of companies. Our consultants have conducted extensive research within this area and can provide specialist expertise no matter how complex the issue.

M&A transactions are a key area of our expertise. We advise our clients on the legal and fiscal matters relating to takeovers and company sales. We have experience of dealing with investments in share and asset deals alike, as well as the takeovers of listed companies. This includes the representation of both bidders and target companies. Our service offering includes the drafting of all contracts and documents necessary for the transaction, due diligence, agreement negotiations, payment of the purchase price and support during the integration process. We are also able to assess compliance with national and international regulations including competition law, as well as the ability to optimise transactions from a tax perspective, resulting in a seamless and fully integrated service.

We work for both domestic and foreign clients in supporting all types of corporate transformations – particularly with reference to the Transformation Act (Umwandlungsgesetz – UmwG) - such as mergers, changes in legal status, divestments, and spin-offs. We advise on the drafting and negotiation of agreements optimized from a taxation perspective, as well as on questions pertaining to labour law and administrative law relevant to these processes.

We advise members of the management and/or employees who would like to invest in their own or another business. We are able to advise on all contractual aspects of the process including shareholder negotiation and the practical implementation of their negotiated participation. Apart from the legal aspects, we also have the necessary tax know-how. This also applies to the organisation of the financing structures including private equity and external financing.

We can make your corporate agreements work for you – today and in the future. This typically includes provisions regarding voting rights, purchase options, co-sale rights, option rights and non-competition clauses. In addition, we consider cartel and competition regulations in the context of joint ventures. We are also able to support our clients in executing all the legal and fiscal aspects involved in establishing and running joint ventures.

We help organisations to enforce their corporate rights and settle their corporate disputes – irrespective of the legal status of the organisation. This includes judicial and out-of-court legal representation. We also advise fund initiators and credit institutions on legal defence against potential consulting errors and prospectus liability claims. We advise listed organisations, with particular focus on defending rescission and other legal challenges.

We advise companies on legal and tax matters in order to optimise their financial performance. Our expertise encompasses all financial instruments from capital funds to mezzanine financing instruments, including passive investments and profit sharing rights, as well as all types of debt. Within this field, we work closely with external specialists and financing partners.

Within the field of acquisition finance, we specialise in finding ways to optimise the legal and fiscal aspects of acquisitions; investments in corporations, special purpose companies, corporate real estate and other assets.

We support all contractual aspects of financing national and international projects. We organise the financing structures for development projects, infrastructure and plant construction projects, drawing on both public and private economic components. We have particular expertise in power station financing (especially renewable energies) and the financing of complex real estate projects.

We provide comprehensive advice regarding the legal and tax organization of closed- and open-end funds. This includes financing, development of necessary placement models, authorisation by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin), and all aspects of sales and marketing. Due to our substantial track record in legal research, we can offer specialist expertise in the areas of prospectus and tax law. We also have extensive experience dealing with real estate and private equity, as well as renewable energy, leasing funds, containers and means of transport, such as trains.

When advising financial investors and corporations on structuring investment deals, we draw upon our extensive experience and our well developed network. We support leveraged buy-outs, secondary buy-outs, fund structuring and venture capital deals. We advise founders, entrepreneurs, and management teams on all stages of private equity investment, spanning acquisition (including fiscal structuring), own capital and debt financing, restructuring, refinancing, and exit, both in the context of trade sales and initial public offerings (IPOs). We have extensive knowledge and experience of the particular requirements of financial investors. Our approach goes beyond the M&A transaction and addresses all relevant legal and fiscal considerations. Our clients include prominent institutional investors located in Germany and abroad, international corporations and small to medium sized companies.

Our services also span the public capital markets. In addition to equity shares, this includes all other publicly tradeable securities. We advise on initial public offerings, secondary offerings, delistings and public takeovers of listed companies.

We are able to produce the necessary prospectuses and documents, as well as addressing the required corporate approvals, stock market registrations, and compliance issues. In the case of public takeovers, we can take care of the required bidding documents, and following takeover, we are able to support any initiatives in accordance with the Public Companies Act (Aktiengesetz) or the Securities Acquisition and Takeover Act (das Wertpapierübernahmegesetz – WpŰG). Our consultants are experts in this field and have an extensive track record in legal research.

We have extensive experience of drafting prospectuses to facilitate the placement of shares and the listing of securities on the stock market. This includes advising on compliance issues, such as the process controls of the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) and responding to issues of prospectus liability. In conjunction with an audit firm, we also support our clients in the preparation of approval certificates for their placement prospectuses, which are compliant with IDW S4 standards developed by the German Institute for Auditors – Institut der Wirtschaftsprüfer (IWP).

The Corporate Finance Practice Group, in collaboration with other Practice Groups, advises clients from both the public and private sectors on aspects of privatisation and public private partnership models. We identify appropriate processes for the transition of public organisations into private entities, and develop models for the collaboration of private and public entities.

We support banks, insurers and other financial service providers to obtain, extend and retain the requisite licenses for their business operations. The implementation of supervisory disclosure and organisational requirements along with an early cooperation with the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) constitutes a central area of our activities. We also represent banks and financial service providers on their legal relationships with clients and third parties. The representation of banks in proceedings inside and outside of judicial proceedings constitutes an integral part of our work.

Succession that is viable from a commercial, tax and legal perspective requires estate planning at an early stage. We work in close collaboration with our clients to develop appropriate asset and liability structures, addressing corporate, inheritance and family law issues. In doing so, we respect the sensitivities and personal differences, to mediate effectively between the different parties. We work for entrepreneurs as well as small to medium sized companies to ensure smooth and efficient corporate succession.

We can facilitate judicial solutions that relate to claims arising out of inheritance, forced sales and legacies. We represent our clients’ interests in bankruptcy proceedings and the administrations of estates. We focus on protecting the interests of single heirs and communities of heirs on a national and international basis. We take great care to ensure personal and family concerns are addressed, and see this as one of our key strengths. We advise on will execution and take responsibility for the administration of the inheritance process. We also protect the interests of executors and administrators of estates.

We are specialists in providing legal advice to wealthy individuals, families, entrepreneurs and prominent family-owned companies, on all required legal aspects, particularly in the areas of corporate, tax and inheritance law. We advise on all wealth-related matters: wealth structuring, investments, transfer of assets and regrouping of diversified assets. We draw on interdisciplinary teams which are tailored to individual needs and requirements.

We analyse organisational structures and activities from both an ethical and compliance perspective, to ensure the required ethical and legal standards are met.

Furthermore, in combination with our clients, we then develop measures and strategies to build and implement sustainable corporate governance structures. Some of our employees have long-standing experience in the area of legal compliance, for example in the role of Head of Department at the Federal Financial Supervisory Authority (Bundesaufsichtsamt für Finanzen), and as General Counsel and Chief Compliance Officer. We are able to draw on associates from related areas when required, including auditors, defence lawyers and insolvency practitioners.

We support organisations with the restructuring and recapitalisation of their financial structures and day-to-day operations. We carefully analyse all the relevant details of the value chain and assess any legal implications. A particular focus area is the disposal of assets to a partner, particularly when service or supply arrangements with the partnership need to continue and third party contracts are required. We are able to advise on all financial and industrial law related aspects of this process and protect intellectual capital.

With regard to acquisitions, mergers and real estate transactions, we conduct German and European investigations – we also work in collaboration with law firms in other jurisdictions. Furthermore, we draft contracts for restraints on competition, for example, in regards to trade representatives, licensed dealers, research and development, and technology transfer. We are experts in EU group exception regulation. Furthermore, we advise our clients on Public Procurement Law and address abuse.

We capitalise on the expertise of our notary’s office in Berlin. In this capacity we provide the attestation of property acquisition contracts in both share or asset transactions, urban planning contracts and securities as well as all associated registrations.