SKALING advises on all forms of national and cross-border transformations, including mergers, demergers such as split-up, split-off and spin-off, changes of the legal form and asset transfers within and outside (e.g. accretion model) the Transformation Act as well as contributions. This includes partnerships (GbR, oHG, KG, GmbH & Co. KG) and corporations (GmbH, AG, KGaA, SE), cooperatives and associations. 

Our services include in particular: 

  • Advice on the choice of structuring options for conversions and restructurings 

  • Tax audit of the intended transformation measure 

  • Development of solutions under transformation law (e.g. demerger, merger, amalgamation, change of legal form), measures under company law (e.g. accretion and contribution) and arrangements according to the law of obligations (asset deal) 

  • Drafting of all relevant documents (e.g. transformation agreements, articles of association, shareholders' resolutions, employee participation agreements, transition agreements with managers, customers and partners) 

  • Accompanying advice on other aspects of the restructuring (in particular on employment law, licensing/copyright law, employee participation and general contract law) 

  • Support in shareholder disputes and actions for rescission by affected shareholders