Practice Areas

Our key to success: We apply our in-depth commercial knowledge, solid corporate legal and tax experience with out-of-the-box solutions.

We only do what we do best: Corporate Transactions, Restructuring, Project Management, Litigation, Corporate Law and US Law

Venture Capital

CORPORATE FINANCING AND INVESTMENTS

RÖHRBORN advises individual entrepreneurs, start-up businesses and their management, investors and shareholders on all aspects of venture capital investments. With our expertise we provide comprehensive advice from seed financing rounds, through subsequent financings all the way up to successful exit transactions.

We prepare and set up the investment structure, develop the capital structure, organize and handle the legal due diligence proceedings, negotiate and draft the investment and financing documentation and carry out the project management.

After over 20 years in this field, we have worked with the vast majority of players in the VC industry. As a value added to our legal services, we offer to founders, management and investors not only the experience we gained in this area but also the opportunity to access our large network of investors and investment opportunities respectively.

Corporate Law

ONGOING ADVICE

We comprehensively advise founders, entrepreneurs, enterprises and investors in regard of all questions related to corporate law, including complex corporate litigation and shareholder disputes. We support our clients with our expertise from establishing businesses, through financings and structuring measures to company acquisitions and exits via private or public transactions.

Not only do our clients entrust us with their individual “one time” transactions, they also seek our advice for their day-to-day business operations be it in corporate law matters or adjacent legal areas.

All of our lawyers have in-depth knowledge and experience in German corporate and tax laws.

Restructuring/ Reorganisation

RESTRUCTURING AND DISTRESSED SITUATIONS

Regardless of whether a company develops economically successfully or becomes distressed – every company is an organic entity that is subject to the constant change of economic and legal conditions. From time to time, therefore, a certain amount of legal maintenance, overhaul and alignment is required. We advise our clients on this restructuring of their businesses. The associated reorganisation measures range from purely balance sheet-related restructuring to the reorganisation of the entire organisational structure under company law.

Our activities may be limited to individual companies of a group, concern subgroups or the entire group of companies. In doing so, we make use of all instruments available under applicable law. These can be measures provided for by the German Transformation Act (Umwandlungsgesetz), in particular mergers, demergers, asset transfers or changes of legal form, but also less well-known measures as the so-called accretion (Anwachsung) or the restructuring possibilities created by the German Insolvency Code (protective umbrella, insolvency plan) offer powerful instruments if they are used in a targeted manner.

We have many years of experience in advising insolvency-related transactions (company acquisitions out of insolvency, participation of investors in turnaround transactions, insolvency plan proceedings) and advise all functions involved, including management, the shareholders, advisory boards or creditors (banks, suppliers).

Corporate Litigation

LITIGATION, ARBITRATION AND MEDIATION PROCEEDINGS

We also conduct litigation for our clients and deal with internal issues between shareholders, management and advisory boards.

Litigation in corporate law sometimes also affects day-to-day business operations, as disputes between shareholders (“shareholder disputes”), important decisions of the shareholders’ meeting (e.g. capital measures, control agreements) or special liability situations (e.g. accusations against the management for breach of obligations) are the subject of such disputes.

The proceedings are often complex and we also seek the most economically reasonable way together with our clients in conciliation or mediation proceedings.

M&A Transactions

SALES AND ACQUISITIONS OF COMPANIES, SHARES IN COMPANIES AND ASSETS OR BUSINESSES

We advise on all aspects of buying or selling companies and businesses. We provide the full range of services for M&A deals on both the buyer’s and the seller’s side on private or capital markets transactions, domestic or cross-border.

We support individual entrepreneurs, corporates, business owner, shareholders, financial investors, strategic buyers and the target’s management by structuring and implementing such transactions and drafting and negotiating the contractual documentation.

In addition, we manage complex projects and transactions where we help to select advisors, coordinate all parties during the deal and provide post-merger integration advice.

Project Management

COMPLEX PROJECT AND TRANSACTION SERVICES

We provide project management, feasibility studies and assistance with entries in new markets even if we are not lead counsel on a deal.

In particular, we have managed projects for our clients

  • in complex foreign acquisitions by coordinating the transaction teams
  • entering into new markets by putting together a legal and management team
  • exploring the feasibility of new business models, especially upon changes in laws (e.g. the medical cannabis space in Europe)
  • obtaining permits and licenses in foreign jurisdictions (e.g. banking licenses in the US, eMoney licenses in Luxembourg and Lithuania, payment institution licenses in Malta and Gibraltar, gambling licenses abroad, etc).

Our extensive experience in M&A transactions and understanding of legal implications along with the best project management tools make us the perfect partner to efficiently and professionally tackle our client’s extraordinary undertakings.

US Law

MANAGEMENT OF CROSS-BORDER TRANSACTIONS, US EXPANSION

We also manage US legal matters via our extensive affiliate network in the US. Our US law capabilities include the coordination of general US corporate law advise, US company formations, US expansion, relocation of companies to the USA (“US flip up”) and US related M&A transactions.

Also, we act as advisors for German investors in US companies. We coordinate teams of advisors in cross border transactions for our German clients.