Corporate. GSK. The Difference.

Transcription

1 Corporate. GSK. The Difference.

2 THE DIFFERENCE IS TO ACT. To look is good. To act is better. Do you know the difference? The difference between seeing and really looking? Between just trying and really being able to do it? Between talking and acting? Good, then you know what makes the difference in life

3 THE DIFFERENCE IS THINKING AHEAD. Fine. Many people cut a fine figure when the sun is shining. But things look different when the weather changes or a storm is brewing. In such situations, not just any lawyer will do you need your lawyer. It is precisely in bad weather that one needs stable conditions, clear structures and people with experience to draft and negotiate contracts. Not just any contracts, but tailormade contracts. We are the right law firm to have by your side. We have the necessary legal skills and experience. We think business. And we know your objectives. GSK s Corporate Group whatever the weather. Also fine

4 THE DIFFERENCE IS EFFICIENCY. Efficient solutions to complex problems. Not everyone can provide this. Complete reliability at all times. Particularly this, not everyone can provide. The work we do for our clients is complex and multi-faceted. Such work always demands the highest level of legal ability and often involves a variety of legal fields. Nevertheless, just one of our colleagues, on his own, will often be able to cater for all your needs. This is an efficient way to do things. If it becomes necessary to involve other colleagues, then it is not sufficient to have all the experts simply sitting at one table. The real challenge is to combine their knowledge and experience to provide an optimal solution. And something else is important too the solution must work in practice. Your lawyer or legal team therefore needs comprehensive legal expertise, a holistic approach, an understanding of how you do business and often creativity as well. You will soon realize that our Corporate Group provides you with all of these capabilities. That is what makes the difference. Whether you are a national or an international company, a family business or a large enterprise we are always there for you. We advise you on formulating concepts and implementing transactions which are of strategic importance to your business. We also advise you on specific issues and difficult problems that arise in your day-to-day business. Together with our offices and partner firms in Europe and overseas, we are able to assist our clients in major markets throughout the world. We not only want to get to know you, we want to develop an ongoing relationship with you. We strive for long-term partnerships and no less

5 THE DIFFERENCE IS KNOW-HOW. We don t do everything, Our range of corporate law activities. but what we do, we do particularly well. > Corporate Structuring > Company Acquisitions and Takeovers / M&A > Company Formation > Restructuring and Transformation > Business Succession > Privatization > Crisis Management and Restructuring > Groups and Affiliated Companies > Compliance > Corporate Finance > Corporate Finance and Investment Finance > Mezzanine Finance > Private Equity and Venture Capital > IPOs / Capital Markets We do not claim that we can do everything. But we have a particularly comprehensive and sound understanding of those issues on which we do advise. Consequently, it is hard to beat us on matters of corporate structure and corporate finance. Even on specific questions of corporate and tax law, employment law or intellectual property, we offer a toplevel service. And if necessary, we will litigate for you! > Other Areas of Focus > Company Law > Tax > Employment Law > Intellectual Property > Antitrust / Merger Control > Corporate Litigation and Arbitration > Insolvency 08 09

6 THE DIFFERENCE IS EXPERIENCE. Corporate Structuring. Corporate Finance. The structure and organization of a company forms the basis for every business transaction and activity. The company structure is therefore always affected when things become really serious. This begins with the company formation and choosing the right legal form for the business and continues when another company is acquired and integrated. Mistakes are not always forgiven and are difficult to correct. One has to understand both entrepreneurs and their businesses in order to advise on questions of structure and to develop optimal solutions. We are able to do precisely this. Our corporate lawyers have gained the necessary experience from numerous projects across many different industry sectors. Mergers & Acquisitions: From due diligence to structuring the transaction and negotiating the contracts, we assist and advise you on all aspects of the deal, with substantial legal expertise and an eye for what is commercially appropriate and viable. We regularly advise on both national and cross-border acquisitions and mergers of small and medium-sized enterprises (SMEs), as well as large national and international enterprises. Our expertise also includes the specific demands of public takeover bids or squeeze-outs. Company Formation, Choice of Legal Form and Transformation: No matter whether you wish to form a new company or to restructure and transform your existing one, our team will assist you with all aspects of developing and implementing a concept, always bearing in mind both the practical requirements of the business and of tax and corporate law. Business Succession and Estate Planning: We advise small and medium-sized enterprises (SMEs), particularly family firms, on how to structure their business succession. We are familiar with the interfaces between inheritance and gift law, inheritance tax law, company law and family law. Privatization: We accompany the privatization of public institutions and enterprises, working as a team with colleagues from our Infrastructure and Public Law departments. We know what really matters. Crisis Management and Restructuring: A crisis can often be avoided by intervening early. However, if this proves impossible, together with the client, we develop strategies to overcome the crisis and help owners, management, creditors, banks and investors to safeguard their interests and to minimize risks. Groups and Affiliated Companies: Simply concluding a profit transfer agreement or other inter-company agreement is not the end of the matter. The affiliated group can only be controlled with the appropriate legal experience. We have such experience and understand the complexity of such processes. Compliance is fundamental these days. Our compliance task force knows the expectations of the legislator, as well as the nature and operation of the markets, and has put its expertise to the test by assisting successfully on a number of significant projects. The optimal financing of a business is the key to its success. It is therefore important to be aware of both short-term and long-term needs, and to understand the financial instruments that can be provided by banks, shareholders or the market. No matter what form of finance is involved - whether it be equity or debt capital, an initial public offering, a capital increase or mezzanine finance we have a sound understanding of the expectations of the parties involved and are well-versed in structuring the finance, from civil, company and tax law perspectives. Ongoing Corporate Finance: It may sound simple, but may not in fact be so. We help to define fair conditions which are in conformity with the market, we ensure adequate security and assist our clients in drafting any necessary placement documents, pool agreements etc. Investment Finance: Exceptional projects require exceptional attention. We advise our clients on all kinds of national and international financing, particularly that of company acquisitions, real estate financing, project financing as well as all kinds of structured finance. Mezzanine Finance: A standard? There is no such thing. Every case is different. In cooperation with you, we clarify your objectives and devise a tailored solution, taking into account your balancesheet, taxation and contractual expectations. Private Equity and Venture Capital: Our specialized teams advise nationally and internationally active financial investors, private investors and family offices, as well as the businesses to be financed, and their owners, on all aspects of a transaction. Capital Markets: Corporate finance and initial public offerings, as well as specific capital market regulation, stock corporation law, investor protection, corporate governance all these are interlinked in the capital markets. We can handle it! 10 11

7 THE DIFFERENCE IS DIVERSITY. And beyond... The difference is in the wide variety of industry sectors. GSK Corporate Group s expertise is not confined to one particular industry sector. Our team has special expertise in many different sectors. Below is a selection of the sectors in which we have specific expertise: Company Law: We are familiar with all its facets! Our lawyers advise on all aspects of corporation and partnership law, irrespective of whether the matter concerns the preparation and implementation of a shareholder or partnership meeting, the drafting of articles of association or a partnership agreement, or a dispute between shareholders or partners. Tax: Our specialists are always fully up-to-date on all aspects of corporate taxation, transactions and restructuring, as well as on day-today advice. We offer our clients creative, but practical and workable solutions to complex issues. Employment Law: Our team of accredited specialist lawyers advises on all areas of employment law. This applies equally to individual employment issues such as drafting contracts with managing directors, board members, and employees, drawing up flexible remuneration models and advising on pending staff reductions or collective employment issues. We negotiate shop agreements and collective wage agreements with the works council and trade unions or help you to deal with collective wage agreements. We help with restructuring at an early stage, not only when it is time to negotiate a social redundancy scheme. When an undertaking is acquired or sold, we conduct the employment due diligence and answer any questions that arise. Intellectual Property: Intellectual property is the basis of future business success and we help you protect it, be it in your operational business or strategic development, in the traditional field of trade-mark protection, patents and industrial property rights or in handling information technology, new digital media and the internet. Antitrust / Merger Control: Whether German or European cartel law is involved, we draft contracts, assist in dealing with government agencies and authorities, and represent clients in court proceedings the focus of our services being anti-competitive agreements and merger control. Corporate Litigation und Arbitration: Our colleagues have substantial know-how in litigation involving company and tax law, transactions of various kinds and IP/IT. Our strengths also include complex general-contract disputes and employment cases. We thereby provide you with comprehensive advice, not only during a lawsuit itself, but we also attach great importance to strategies for avoiding disputes in the first place. The successful enforcement of legal rights includes conducting proceedings before state courts and arbitration courts, as well as advising on alternative methods of dispute resolution. Insolvency: In the event of insolvency, we secure the interests of investors, creditors and businesses whether in an out-of-court corporate recovery scheme or during insolvency proceedings. We assist you with all aspects of insolvency proceedings and advise you on all transactions involving the assets of the insolvent estate. We attempt to do so to the satisfaction of all involved parties. > Automotive and Automotive Supply Industry > Banking / Financial Services > Energy / Renewable Energies > Retail > Healthcare > Real Estate > Infrastructure > Information Technology, Telecoms, Media > Equipment and Plant Construction / Engineering > Public Sector 12 13

8 THE DIFFERENCE IS GSK. GSK. Who we are. Where we are. GSK STOCKMANN + KOLLEGEN BERLIN HEIDELBERG Mohrenstraße Berlin Tel Fax berlin@gsk.de Mittermaierstraße Heidelberg Tel Fax heidelberg@gsk.de FRANKFURT/M. Taunusanlage Frankfurt Tel Fax frankfurt@gsk.de HAMBURG Neuer Wall Hamburg Tel Fax hamburg@gsk.de MUNICH Karl-Scharnagl-Ring München Tel Fax muenchen@gsk.de For a list of partners please visit BRUSSELS SINGAPORE GSK Stockmann + Kollegen 209a Avenue Louise B-1050 Brüssel Tel Fax bruessel@gsk.de GSK Stockmann (Singapore) Pte. Ltd. 25 International Business Park German Centre, # Singapore Tel Fax singapore@gsk.de EUROPE ASIA MIDDLE EAST NORTH AFRICA ALGIERS BARCELONA BERLIN BOLOGNA BRUSSELS CASABLANCA DUBAI FRANKFURT GUANGZHOU GIRONA HAMBURG HEIDELBERG HONG KONG ISTANBUL LLEIDA LONDON MADRID MANCHESTER MILAN MUNICH PALMA DE MALLORCA PARIS ROME SHANGHAI SHEFFIELD SINGAPORE TIRANA The difference has existed since 1997, when GSK was created as an association of lawyers from leading German commercial law firms. Today, our clients can call upon more than 125 lawyers and certified tax advisers with outstanding reputations both nationally and internationally at our offices in Berlin, Frankfurt am Main, Hamburg, Heidelberg, Munich, as well as Brussels and Singapore. And it is this close cooperation between our lawyers, in addition to our lawyer s expert legal knowledge and their commercial know-how, that extends to an ever-increasing number of sectors, which makes all the difference for our clients. It is therefore not surprising that we are one of Germany s leading commercial law firms in the area of real estate, corporate, banking/finance and public law. We are neither too large nor too small. This is why we are particularly quick, efficient and competent. GSK is independent, GSK is partner-led, GSK is part of an international alliance. This may not be the norm, but it is very much to your benefit. Due to the expertise of our partners, GSK also regularly advises and assists in cross-border transactions. The amicable and personal atmosphere, and working with small and highly qualified teams combine to make GSK a particularly attractive partner. Consequently, national and international businesses, banks and financial institutions, corporations and public bodies, as well as governments, ministries, supervisors and central banks enjoy working with us. Therefore, whatever your needs, you can always expect exceptional service. Can you already feel the difference? Wherever your business venture will take you we will be there with you to support and meet your needs. In cross-border transactions GSK operates within the Broadlaw Group, an exclusive network of independent law firms: Lefèvre Pelletier & associés in France, Nabarro in the United Kingdom, Nunziante Magrone in Italy and Roca Junyent in Spain. The Broadlaw Group includes more than 1,000 lawyers, based in 27 cities, covering the most important fi nancial and economic centres of Europe, Asia, the Middle East and North Africa. For further information, please visit: As a member of a global network of renowned law fi rms, we are also there for you in all other markets. You can count on our experience and that of our partners to support you wherever you choose to take your business

9 This brochure gives you some insight into the services offered within our main focus area of Corporate Law and into the characteristics, skills and capabilities which set us apart from other law firms. For further information on our firm, main areas of practice, particular strengths and references, please visit Why not contact us personally straight away? Issue 04/2015