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Book
The Limited Liability Company under German Law (the GmbH)
Alexander Schröder-Frerkes, Armin Göhring
Published: 2020
Pages: 220
eBook: 9781787423640
The Limited Liability Company under German Law, published in association with German Law Publishers, explores the most relevant legal issues and topics for investors seeking to establish or acquire a GmbH in Germany and is aimed at investors with a legal background as well as those without.
With over one million entities, by far the most common and, thus, the most important legal company form used in Germany is the limited liability company (the GmbH). The GmbH has a number of advantages: it limits shareholder liability; it can be adapted to the specific needs of shareholders and their business model; and it provides a platform for small businesses as well as for holding companies for international groups and not-for-profit organisations. Given its ample scope, and the fact that it can be very easily established and requires minimal administrative effort, the GmbH is also the most frequent legal form used by foreign investors in Germany.
Against this backdrop, The Limited Liability Company under German Law, published in association with German Law Publishers, explores the most relevant legal issues and topics for investors seeking to establish or acquire a GmbH in Germany and is aimed at investors with a legal background as well as those without. In addition to providing an overview of the requirements of the formation process, this comprehensive edition demonstrates the GmbH’s inherent flexibility as well as helping legal practitioners (based in Germany and elsewhere) decide on whether a GmbH is most suitable for their needs.
Key topics covered include:
•Establishing a new GmbH
•Shareholder rights, obligations and liabilities
•Shareholder meetings
•The appointment, rights, obligations and liabilities of managing directors
•Share capital
•Changes in shareholding
•Financial statements and distribution of profits
•Company transformations
•Supervisory boards
•Taxation issues
•Liquidation and insolvency
Against this backdrop, The Limited Liability Company under German Law, published in association with German Law Publishers, explores the most relevant legal issues and topics for investors seeking to establish or acquire a GmbH in Germany and is aimed at investors with a legal background as well as those without. In addition to providing an overview of the requirements of the formation process, this comprehensive edition demonstrates the GmbH’s inherent flexibility as well as helping legal practitioners (based in Germany and elsewhere) decide on whether a GmbH is most suitable for their needs.
Key topics covered include:
•Establishing a new GmbH
•Shareholder rights, obligations and liabilities
•Shareholder meetings
•The appointment, rights, obligations and liabilities of managing directors
•Share capital
•Changes in shareholding
•Financial statements and distribution of profits
•Company transformations
•Supervisory boards
•Taxation issues
•Liquidation and insolvency
Table of Contents
| Cover | cover1 | |
|---|---|---|
| Title page | 1 | |
| Copyright Page | 2 | |
| Table of contents | 3 | |
| Preface | 5 | |
| I Introduction | 7 | |
| 2. Other important legal forms of entities in Germany | 8 | |
| 3. Advantages of the GmbH | 10 | |
| II. Company formation: establishing a new GmbH | 11 | |
| in€general | 11 | |
| 6. General | 11 | |
| 7. Pre-formation phase (Vorgründungsgesellschaft) | 12 | |
| B. Formation by contributions | 13 | |
| 9. Formation by contributions in cash | 13 | |
| 11. Combined contributions | 15 | |
| C. Articles of association | 16 | |
| 13. Mandatory provisions | 16 | |
| 14. Mandatory provisions:€company name | 16 | |
| 16. Mandatory provisions:€business purpose | 17 | |
| 17. Mandatory provisions:€share capital (Stammkapital) | 17 | |
| 19. Mandatory provisions:€shareholders | 18 | |
| 20. Mandatory provisions:€miscellaneous | 19 | |
| 22. Other typical provisions:€business year | 19 | |
| 23. Other typical provisions:€representative powers of the managing directors | 19 | |
| 24a. Other typical provisions: formal requirements for the shareholders’ meeting | 20 | |
| 25a. Other typical provisions:€finances | 21 | |
| 26. Sample articles (Musterprotokoll) | 21 | |
| 27. Notarial form requirement | 22 | |
| 29. Notarial form requirements: shareholder signature | 23 | |
| 30. Notarial form requirements:€representation by agents | 23 | |
| 30a. Amendment of articles of association | 24 | |
| D. Filing for registration | 25 | |
| 31. Documents to be filed | 25 | |
| 31a. Declarations to be issued | 26 | |
| 32. Registration and publication | 27 | |
| 33. Legal consequences of registration | 29 | |
| E. Unternehmergesellschaft (haftungsbeschränkt) | 29 | |
| 34. General | 29 | |
| III. Acquisition of€a shelf company | 33 | |
| 35. Requirements | 33 | |
| 36. Formal requirements and liability | 33 | |
| IV. Shareholders | 37 | |
| A. Shareholder rights | 37 | |
| 37. General | 37 | |
| 38. Individual rights | 37 | |
| 39. Individual rights: the right to participate in shareholders’ meetings | 37 | |
| 40. Individual rights:€the right to vote and restrictions upon the right to vote | 38 | |
| 41. Individual rights:€information rights | 39 | |
| 42. Individual rights:€right to profits | 41 | |
| capital increase | 41 | |
| 44. Individual rights: the right to challenge shareholders’ resolutions | 42 | |
| 45. Individual rights:€actions on behalf of the company | 43 | |
| 46. Individual rights: the right to withdraw for cause | 44 | |
| 47. Individual rights:€action for the nullity of the company | 44 | |
| 48. Individual rights:€the right to liquidation profits | 45 | |
| 49. Minority rights | 45 | |
| 51. Minority rights:€action for the dissolution of the company | 46 | |
| 52. Minority rights:€the right to nominate and revoke liquidators | 46 | |
| 53. Rights to be exercised collectively by the shareholders as a whole | 46 | |
| 54. Rights to be exercised collectively by the shareholders as a whole:€instructing the managing directors | 47 | |
| 55. Rights to be exercised collectively by the shareholders as a whole:€the right to supervise the management | 47 | |
| 56. Rights to be exercised collectively by the shareholders as a whole:€the right to claim damages | 48 | |
| 57. Rights to be exercised collectively by the shareholders as a whole:€the right to represent the GmbH against managing directors in court proceedings | 49 | |
| 58. Exclusive rights of individual shareholders | 50 | |
| B. Shareholder obligations | 51 | |
| 59. Obligation to pay in contributions | 51 | |
| 60. Additional contributions | 51 | |
| 61. Obligation to refrain from competition | 53 | |
| 62. Confidentiality obligation | 55 | |
| 62a. Obligations during insolvency | 55 | |
| 63. Auxiliary and additional obligations | 55 | |
| 64. Duty of loyalty | 56 | |
| C. Liability of shareholders towards third parties (piercing the corporate veil) | 56 | |
| 65. General | 56 | |
| 66. Confusion of goods (Vermögensvermischung) | 57 | |
| 67. Confusion of spheres (Sphärenvermischung) | 57 | |
| 68. Undercapitalisation | 58 | |
| 69. Destructive intervention (Existenzvernichtender Eingriff) | 59 | |
| 70. Misuse of the corporate structure | 59 | |
| V. Shareholders’ meeting | 61 | |
| 71. General | 61 | |
| A. Statutory rights and obligations; transferral of rights and powers | 61 | |
| 72. Statutory rights and obligations of the shareholders’ meeting | 61 | |
| 73. Transferring powers to other corporate bodies | 63 | |
| 73a. Passing of resolutions at a shareholders’ meeting | 64 | |
| 74. Responsibility for convening the shareholders’ meeting | 64 | |
| 75. Reasons for convening a shareholders’ meeting | 65 | |
| 76. Reasons for convening the shareholders’ meeting: explicitly defined cases | 65 | |
| the company | 66 | |
| 78. Reasons for convening a shareholders’ meeting: loss of half of the stated share capital | 66 | |
| 79. Reasons for convening a shareholders’ meeting: request submitted by minority shareholders | 67 | |
| 80. Formal requirements for calling a shareholders’ meeting | 67 | |
| 81. Formal requirements for a shareholders’ meeting | 68 | |
| C. Passing of resolutions | 70 | |
| 82. Classes of voting rights | 70 | |
| 83. Proxy voting | 70 | |
| 84. Voting agreements and pools | 71 | |
| 85. Fiduciary duties to vote in a certain way | 72 | |
| 86. Exclusion of voting rights | 72 | |
| 87. Majority requirements | 75 | |
| 88. Formal declaration and announcement of resolutions | 75 | |
| 88a. Passing of resolutions outside of shareholders’ meetings | 76 | |
| D. Defective shareholders’ resolutions | 76 | |
| 89. General | 76 | |
| 90. Defective shareholder resolutions:€non or mock resolutions | 77 | |
| 91. Defective shareholder resolutions:€invalid resolutions | 77 | |
| 92. Defective shareholder resolutions:€void resolutions | 78 | |
| 93. Defective shareholder resolutions:€contestable resolutions | 80 | |
| 94. Defective shareholder resolutions:€legal remedies before state courts | 81 | |
| 95. Defective shareholder resolutions:€legal remedies before arbitration courts | 83 | |
| VI. Managing directors | 85 | |
| A. Appointment and removal of managing directors | 85 | |
| 96. Appointment of the managing directors | 85 | |
| 97. Removal of managing directors | 86 | |
| 98. Personal requirements for appointment to the position of managing director | 88 | |
| B. Rights and obligations | 94 | |
| 100. Duty of loyalty | 94 | |
| 101. Management (Geschäftsführung) of the GmbH | 95 | |
| 102. Representation (Vertretung) of the GmbH | 96 | |
| 103. Bookkeeping and accounting | 98 | |
| 104. Tax obligations | 99 | |
| 105. Social security obligations | 99 | |
| 106. Information to be filed/submitted and registration | 99 | |
| 107. Non-compete obligation | 101 | |
| 108. Secrecy obligation | 103 | |
| 109. Obligations during insolvency | 104 | |
| 110. Provision of particulars on business letters | 105 | |
| 111. Compliance with laws | 105 | |
| C. Liability | 106 | |
| 112. Liability towards the GmbH | 106 | |
| 113. Liability towards the GmbH:€diligence of a prudent businessman | 106 | |
| 114. Liability towards the GmbH:€payments during insolvency | 108 | |
| 115. Liability towards the GmbH:€liability under other provisions of the Act on Limited Liability Companies | 109 | |
| 116. Liability towards the GmbH:€responsibility based on tort law | 110 | |
| 117. Liability towards the GmbH:€discharge from claims (Entlastung) | 110 | |
| 118. Liability towards the GmbH: requirement of a shareholders’ resolution for the enforcement of claims | 111 | |
| 119. Liability towards the shareholders | 112 | |
| 120. Liability towards third parties | 112 | |
| 121. Liability towards third parties:€delayed filing of insolvency | 112 | |
| 121a. Liability towards third parties: filing of changes to the shareholders’ list | 113 | |
| 122. Liability towards third parties:€contractual liability | 114 | |
| 123. Liability towards third parties:€breach of tax obligations | 115 | |
| 124. Liability towards third parties:€social security obligations | 116 | |
| 126. D&O insurance | 118 | |
| VII. Supervisory board | 119 | |
| 127. General | 119 | |
| A. Optional supervisory board | 120 | |
| 128. Basic freedom of installation and operation | 120 | |
| 129. Number of members | 121 | |
| 130. Eligibility | 121 | |
| 131. Nomination, term and revocation | 122 | |
| 132. Convening of board meetings and resolutions | 123 | |
| 132a. Passing of supervisory board resolutions and quorum | 124 | |
| 132b. Challenging of supervisory board resolutions | 125 | |
| 133. Rights and obligations:€supervision of management | 126 | |
| 134. Rights and obligations:€information rights | 127 | |
| 135. Rights and obligations:€assessment of the annual financial statements | 128 | |
| 136. Rights and obligations:€representation of the company vis-à-vis managing directors | 129 | |
| 137. Rights and obligations:€influence on the management | 130 | |
| 138. Rights and obligations: assignment of competences of the shareholders’ meeting | 131 | |
| 139. Compensation and side agreements | 131 | |
| 140. Liability | 132 | |
| B. Mandatory supervisory board under the One Third Employee Participation Act | 134 | |
| 141. Requirements and ramifications | 134 | |
| 142. Number of members and eligibility | 135 | |
| 143. Nomination, term in office and revocation | 136 | |
| 144. Internal regulations and passing of resolutions | 137 | |
| 145. Rights and obligations | 138 | |
| 146. Compensation | 139 | |
| 147. Liability | 139 | |
| C. Mandatory supervisory board under the Co-Determination Act | 140 | |
| 149. Number of members and eligibility | 140 | |
| 150. Nomination, term in office and removal from office | 141 | |
| 151. Internal regulations and passing of resolutions | 143 | |
| 152. Rights and obligations:€appointment and removal of the managing directors | 143 | |
| 153. Rights and obligations:€exercise of ownership rights | 144 | |
| 154. Rights and obligations:€other rights and obligations | 145 | |
| 155. Compensation | 145 | |
| 156. Liability | 145 | |
| Co-Determination Act for the Coal and Steel Industry | 146 | |
| 156a. General overview | 146 | |
| E. Mandatory supervisory board under the Capital Investment Act | 146 | |
| 156b. General overview | 146 | |
| VIII. Share capital | 149 | |
| A. Payment of share capital | 149 | |
| 157. General | 149 | |
| 158. Contributions in cash | 149 | |
| 159. Contributions in kind | 152 | |
| 160. Mixed contributions | 154 | |
| B. Disguised contributions in kind | 155 | |
| 161. Transfer of assets disguised as cash contributions | 155 | |
| 162. Repayment of paid-in share capital | 159 | |
| C. Maintenance of share capital | 161 | |
| 163. General prohibition of repaying share capital | 161 | |
| 164. Exceptions from the prohibition of repaying share capital: transactions at arm’s length | 162 | |
| 165. Exceptions from the prohibition of repaying share capital: payments made under an existing domination or profit and loss transfer agreement | 163 | |
| 166. Exceptions from the prohibition of repaying share capital: adequate repayment claim | 163 | |
| 167. Exceptions from the prohibition of repaying share capital: repayment of shareholder loans | 164 | |
| D. Loans | 165 | |
| 169. Loans to shareholders | 165 | |
| 170. Shareholder loans | 166 | |
| 171. Loans to managing directors | 170 | |
| E. Additional contributions | 170 | |
| 172. Call for additional contributions | 170 | |
| F. Changes in terms of share capital | 172 | |
| 173. Increase in share capital | 172 | |
| 174. Increase in share capital:€effective capital increase | 172 | |
| 175. Increase in share capital:€capital increase by way of the conversion of capital reserves | 174 | |
| 176. Increase in share capital:€authorised capital | 175 | |
| 177. Decrease in share capital | 176 | |
| IX. Changes in€shareholding and related transactions | 179 | |
| 178. General | 179 | |
| A. Transfer of shares by agreement | 179 | |
| 179. Freedom of transferability | 179 | |
| 180. Restrictions on transfer | 180 | |
| 181. Notarial form | 181 | |
| 182. Acquisition in good faith | 182 | |
| 183. Amendment of shareholders’ list | 183 | |
| 184. Self-acquisition of shares by the GmbH | 186 | |
| B. Forfeiture (Kaduzierung) of shares | 187 | |
| 185. General | 187 | |
| C. Redemption (Einziehung) of shares | 188 | |
| 186. Redemption with the consent of the shareholder | 188 | |
| 187. Redemption without the consent of the shareholder | 189 | |
| 188. Compensation claim | 189 | |
| 188a. Effectiveness of redemption | 191 | |
| D. Exclusion of shareholders | 193 | |
| 189. Legal grounds for an exclusion | 193 | |
| 189a. Legal proceedings | 194 | |
| 189b. Legal consequences and compensation | 194 | |
| E. Termination of a shareholding by a shareholder | 194 | |
| 190. General | 194 | |
| F. Transfer by way of succession | 195 | |
| 191. General | 195 | |
| G. Pledging (Verpfändung) of shares | 196 | |
| 192. General | 196 | |
| H. Beneficial interest (Nießbrauch) in shares | 197 | |
| 193. General | 197 | |
| X. Financial statements and distribution of€profits | 199 | |
| A. Financial statements | 199 | |
| 194. General | 199 | |
| 195. Annual financial statement | 200 | |
| 196. Competent corporate bodies and proceedings | 200 | |
| 197. Publication of the annual financial statement | 201 | |
| 198. Approval of the annual financial statement | 202 | |
| B. Distribution of profits | 203 | |
| 199. Ordinary distribution of profits | 203 | |
| 200. Disguised distribution of profits | 204 | |
| XI. Company transformations | 207 | |
| 201. General | 207 | |
| A. Merger | 207 | |
| 202. Types of merger | 207 | |
| 203. Prerequisites:€merger agreement | 208 | |
| 204. Prerequisites:€merger report | 209 | |
| 206. Prerequisites:€observance of formation formalities | 211 | |
| 207. Prerequisites:€informing the works council | 211 | |
| 208. Prerequisites:€informing shareholders | 212 | |
| 209. Prerequisites:€resolution on the merger | 213 | |
| 210. Prerequisites:€capital increase | 213 | |
| 211. Prerequisites:€appointment of managing directors | 214 | |
| 212. Prerequisites:€other important aspects | 214 | |
| 213. Prerequisites:€registration of the merger | 215 | |
| 214. Prerequisites:€effects of the registration | 216 | |
| 215. Prerequisites:€publication | 217 | |
| 216. Protection of creditors | 218 | |
| 216a. Potential tax-neutrality of mergers and other forms of restructuring | 218 | |
| B. Company splitting | 218 | |
| 217. Types of company splitting | 218 | |
| 218. Prerequisites:€splitting and takeover agreement or splitting plan | 220 | |
| 219. Prerequisites:€splitting report | 222 | |
| 220. Prerequisites:€splitting audit | 222 | |
| 221. Prerequisites:€submission to the works council | 223 | |
| share capital | 223 | |
| 223. Prerequisites:€observance of formation regulations | 224 | |
| 224. Prerequisites:€filing and registration in the commercial register | 224 | |
| 225. Prerequisites:€legal effects of splitting | 226 | |
| 226. Protection of creditors | 226 | |
| C. Conversion | 227 | |
| 227. Types of conversion | 227 | |
| 228. Prerequisites:€conversion resolution | 228 | |
| 229. Prerequisites:€submission to works council | 229 | |
| 231. Prerequisites:€conversion audit | 230 | |
| 232. Prerequisites:€observing formation regulations | 231 | |
| 233. Prerequisites: shareholders’ resolution | 231 | |
| 234. Prerequisites:€nomination of corporate bodies | 232 | |
| 235. Prerequisites:€filing and registration of conversion | 232 | |
| 235a. Prerequisites:€legal effects of conversion | 233 | |
| 236. Prerequisites:€publication | 234 | |
| 237. Rights of creditors | 234 | |
| D. Tax issues relating to reorganisations | 234 | |
| 237a. General overview | 234 | |
| XII Taxes | 237 | |
| 238. Corporate tax:€general | 237 | |
| 239. Corporate tax:€limitation on interest deduction | 239 | |
| 240. Corporate tax:€tax losses | 240 | |
| 241. Withholding taxes on dividends and royalties paid by a GmbH | 241 | |
| 242. Trade tax | 245 | |
| 243. Value added tax (‘VAT’) | 245 | |
| 244. Real estate transfer tax | 247 | |
| 245. Other taxes | 248 | |
| XIII. Group relationships | 249 | |
| A. Group relationships based on contract | 249 | |
| 246. Overview | 249 | |
| 247. Domination and profit and loss transfer agreements:€general | 250 | |
| 248. Domination and profit and loss transfer agreements: conclusion of domination and profit and loss transfer agreements | 251 | |
| 249. Control and profit and loss transfer agreements:€legal effects; the right to give instructions | 253 | |
| 250. Domination and profit and loss transfer agreements:€legal effects; assumption of losses | 254 | |
| 251. Control and profit and loss transfer agreements:€legal effects; compensation claims | 255 | |
| 252. Control and profit and loss transfer agreements:€legal effects; obligation to transfer profit | 256 | |
| 254. Control and profit and loss transfer agreements: amendment of group agreements | 257 | |
| 255. Control and profit and loss transfer agreements: termination of group agreements; statutory reasons | 257 | |
| 256. Control and profit and loss transfer agreements: termination of group agreements; termination for cause | 257 | |
| 257. Control and profit and loss transfer agreements: termination of group agreements; ordinary termination | 258 | |
| 258. Control and profit and loss transfer agreements: termination of group agreements; expiration | 258 | |
| 259. Control and profit and loss transfer agreements: termination of group agreements; requirements for shareholders’ resolutions | 258 | |
| B. Relationships not based on agreement | 260 | |
| 260. General | 260 | |
| 261. Simple factual group | 260 | |
| 262. Qualified factual group | 261 | |
| XIV. Liquidation | 265 | |
| 263. Grounds for liquidation | 265 | |
| 264. Shareholders’ resolution | 266 | |
| 265. Registration and publication of liquidation | 267 | |
| 266. Persons responsible for liquidation (liquidators) | 267 | |
| 267. Liquidation proceedings | 268 | |
| XV. Insolvency | 271 | |
| 268. General | 271 | |
| 269. Reasons for filing for insolvency:€illiquidity and merely delayed payments | 271 | |
| 270. Reasons for filing for insolvency:€over-indebtedness | 272 | |
| 271. Reasons for filing for insolvency:€imminent illiquidity | 273 | |
| 272. Competent court | 273 | |
| 273. Filing obligation and filing right | 273 | |
| 274. Filing deadline | 274 | |
| 275. Commencement of the deadline period for filing | 275 | |
| 276. Consequences of late filing:€personal and criminal liability | 276 | |
| 277. Consequences of late-filing:€criminal liability | 276 | |
| 278. Consequences of late-filing:€personal liability vis-à-vis the GmbH | 276 | |
| 279. Consequences of late-filing:€personal liability vis-à-vis the creditors of the GmbH | 277 | |
| 280. Consequences of late-filing:€personal liability for proceeding costs | 277 | |
| 281. Consequences of filing:€general | 278 | |
| 282. Consequences of filing:€automatic submission of files to the prosecution authorities; typical crimes | 278 | |
| 283. Consequences of filing:€preliminary insolvency administrator | 279 | |
| 284. Consequences of filing:€opening of proceedings, appointment of insolvency administrator | 279 | |
| 285. Consequences of filing:€dismissal of opening of insolvency proceedings due to lack of assets | 280 | |
| 286. Filing alternatives | 280 | |
| 287. Typical claims asserted by insolvency administrators | 281 | |
| 288. Typical claims asserted by insolvency administrators: disguised contribution in kind | 281 | |
| back-and-forth payment | 283 | |
| 290. Consequences for cash pooling systems | 283 | |
| 291. Reform of the Insolvency Ordinance:€general | 284 | |
| 292. Reform of the Insolvency Ordinance:€preliminary board of creditors | 284 | |
| 293. Reform of the Insolvency Ordinance:€coercive debt to equity swap; other corporate measures | 285 | |
| 294. Reform of the Insolvency Ordinance:€reform of insolvency plan law | 285 | |
| XVI. GmbH & Co. KG | 287 | |
| A. Overview | 287 | |
| 295. General | 287 | |
| 296. Types of partners | 287 | |
| 297. Types of partnerships | 288 | |
| (publicly owned company) | 289 | |
| 299. Advantages of a GmbH & Co. KG:€limitation of liability and flexible structure | 289 | |
| 299a. Advantages of a GmbH & Co. KG:€avoidance of co-determination | 290 | |
| 299b. Advantages of a GmbH & Co. KG:€third-party management | 291 | |
| B. General rules pertaining to a GmbH & Co. KG | 291 | |
| 300. Establishment | 291 | |
| 301. Liability towards third parties | 292 | |
| 301a. Liability towards third parties:€liability of a GmbH & Co. KG | 292 | |
| 301b. Liability towards third parties:€liability of the general partners | 292 | |
| 301c. Liability towards third parties:€liability of the limited partners | 293 | |
| 302. Liability towards third parties:€liability of the managing directors of a GmbH | 294 | |
| 303. Management and representation | 294 | |
| 304. Liability of the directors of the GmbH | 295 | |
| 305. Shareholders’ resolutions | 296 | |
| 306. Transfer of shares | 297 | |
| C. Publikumsgesellschaft (publicly owned company) | 298 | |
| 307. Introduction | 298 | |
| 308. Establishment and admission | 299 | |
| 309. Articles of association | 299 | |
| About the authors | 301 | |
| About Globe Law and Business | 303 |
Dr Alexander Schröder- Frerkes
Partner, Germany, Bird & Bird LLP
[email protected]
Until 2014, Alexander Schröder-Frerkes served as managing partner for Germany, head of the Global Corporate/ M&A Group and member of the Global Management Board of the firm. Prior to joining Bird & Bird, he was a member of the managing board of a wellknown major German law firm. From 1993 to 1994 he worked as a foreign associate in the Chicago office of a highly regarded global US- based law firm. Dr Schröder-Frerkes advises international and domestic clients on M&A, private equity and venture capital transactions, MBOs, group valuations, restructuring and reorganisations, as well as joint ventures. He has considerable experience in corporate/ M&A transactions, having advised on various major transactions and is highly regarded for his work in this area. The JUVE Handbook German Commercial Law Firms 2010– 2019 acknowledges him as “one of the most recommended lawyers” and The European Legal 500 Directory describes him as “impressive” and of “M&A calibre”. In addition, Dr Schröder- Frerkes is Chairman of the American Chamber of Commerce (AmCham) for the chapter of North Rhine- Westphalia and member of the board of the Deutsches Rotes Kreuz Niederrhein (Red Cross). Furthermore, he is a member of a number of Advisory Boards of German companies, including Düsseldorf Airport. In 2010 he was awarded the German Federal Cross of Merit (Bundesverdienstkreuz) by the former President of the Federal Republic of Germany, Horst Köhler, for his contributions to the German- American relationship.
Dr Armin Göhring
Senior legal counsel, HENSOLDT
Holding Germany GmbH
[email protected]
Prior to his time at HENSOLDT, a worldleading manufacturer of sensor solutions and other defence and security electronics, Armin Göhring worked as a corporate M&A lawyer at Bird & Bird LLP and Hengeler Mueller in Düsseldorf. Dr Göhring was admitted to the Düsseldorf bar in 2004 and studied law at the universities of Würzburg and Geneva. Dr Göhring underwent his training as a junior associate at a Bavarian Higher Regional Court and at major international law firms in Frankfurt/ Main and Paris. In 2003 he obtained his Doctor of Law degree (University of Würzburg). In 2004, Dr Göhring was awarded a Master of Laws (LLM) by the University of Chicago Law School. In 2015, he was seconded for six months to the legal department of a worldleading aircraft and defence manufacturer in Southern Germany.