Areas of Practice

 
 
 

 
 

 
 
 

Corporate Law

Our corporate law work relates to companies of all legal forms, including private companies (civil law partnerships, general partnerships, limited partnerships with or without a limited liability company as general partner), corporations (limited liability companies, stock corporations, partnerships limited by shares), professional partnerships, cooperatives and European law companies (SE, SCE). In this context we assist our clients in the preparation, implementation and notarization of measures such as:

 

 
 
  • Establishment of companies

  • Commercial register applications

  • Appointment and revocation of board members and managing directors

  • Accession and withdrawal of shareholders and partners

  • Capital measures such as capital increases and decreases

  • Amendments to articles of association

  • Other resolutions of partners and shareholders

  • General meetings of publicly listed and unlisted stock corporations

  • Initial public offerings and delistings (going private)

  • Corporate restructuring

  • Business enterprise agreements such as domination and profit and loss transfer agreements

  • Changes of legal form, mergers and spin-offs

  • Cross-border mergers

  • Shareholders’ agreements

  • Trust agreements

  • Winding-up, dissolution and liquidation of companies

 
 
 
 

Mergers & Acquisitions

Mergers & Acquisitions is one of the main focal points of our notarial work. Our partners are reputable experts in handling M&A transactions of all magnitudes, from the preparation and signing of the sale and purchase or other acquisition agreement to its closing and the subsequent post-closing actions.

 

 
 
  • Notarization of Mergers & Acquisitions agreements of all kinds:

    • Share and asset deals

    • Mergers (direct/triangular mergers)

    • Management buy-outs (MBOs) and buy-ins

    • Leveraged buy-outs (LBOs)

    • Initial public offerings (IPOs)

  • Joint ventures

  • Participation agreements (e.g. venture capital)

  • Shareholders’ agreements

  • Acquisition and disposal of real estate portfolios

  • Preparation and notarization of reference deeds

 
 
 
 

Göring, Schmiegelt & Fischer has extensive experience of all notarial activities in connection with corporate finance transactions. In particular, we assist with:

Corporate Finance

 

 
 
  • Pledging of company shares:

    • GmbH share pledges

    • GmbH share and KG interest pledges

  • Creation of charges on real property (land charges and mortgages), and in this regard also

    • Assignment, assumption and transfer

    • Release and deletion

    • Change in priority/rank

    • Extension and reduction in scope of charge

  • Subordination of loans

  • Release of security

  • Agreements regarding shareholder loans and other forms of shareholder financing

  • Project finance, e.g. private-public partnerships

  • Financial restructuring

 
 
 
 

Real Estate Law

Real estate law constitutes a further main focus of our work, both in the areas of private and commercial real estate. The track record of our partners ranges from private real property sales and purchases to the disposal and acquisition of very large commercial real property portfolios. The real estate division of our notarial office serves our clients in connection with the following (among other matters):

 

 
 
  • Notarization of real estate transactions for domestic and foreign investors

  • Sale and acquisition of real property portfolios consisting of commercial or apartment buildings, by way of asset or share deal

  • Project development by building project organizers (Bauträger)

  • Division of property into condominiums (Eigentumswohnungen)

  • Sale and purchase agreements with building project organizers

  • Sale and acquisition of real property, condominiums and rights in real property

  • Hereditary building right agreements

  • Real property financing and related collateral

  • Real property leases

  • Realization agreements between property owner associations and creditor banks

  • Transfer of real property by way of gift

  • Creation of charges on real property (land charges and mortgages, easements and personal servitudes, usufructs etc.)

 
 
 
 

Law of Succession

One of our priority areas is that of estate planning, especially in the entrepreneurial sector, and the related matters of family law. We assist entrepreneurs and private clients – and in some cases have been doing so for generations – in drafting and executing their wills, and advise them with regard to all questions arising in connection with planning their succession, including in cases where international aspects are involved. Our work in this area focuses in particular on the following matters:

 

 
 
  • Certification of marital contracts and divorce agreements

  • Applications for certificates of inheritance and certificates of executorship

  • Settlement of estates

  • Execution of wills

  • Drafting and notarization of wills and contracts of inheritance

  • Tax-optimized estate planning 

  • Inter vivos gifts as elements of anticipated inheritance

  • Agreements on the division of estates and fulfilment of legacies

  • Assertion of claims against further heirs

 
 
 

We advise foundations and their founders in devising conceptual plans and implementing foundation projects of all kinds, including the implementation of foundations in succession and inheritance planning. In addition to our services during the establishment phase, we also advise foundations on the legal aspects of their operative business. In this area we are competent and experienced partners for all questions related to the laws of non-profit organisations and the supervision of foundations. By way of example, our activities include:

Law of Foundations

 
 

 
 
  • Devising conceptual plans for optimized structuring of charter documents (articles of association, etc.)

  • Implementation of foundations in succession and inheritance planning

  • Representation in proceedings regarding the recognition of foundations for tax and regulatory purposes

  • Devising fund raising strategies and advising governing bodies and forums of foundations

  • Holding advisory and supervisory board seats in foundations

 
 
 
 

Execution of Wills

In addition to the settlement of estates, our work has for many years included the execution of wills. We are frequently retained for estates that include equity investments, high net worth estates and estates that involve complex legal questions, often with international aspects.

 

 
 

We consider ourselves as the testator’s trustee who ensures an efficient settlement of the estate. In this regard, trust and experience are key factors, as is well-founded legal and economic expertise in all matters relating to the settlement of estates.

 
 
 
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