SKALING advises on all forms of national and cross-border transformations, including mergers, demergers (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 in the area of asset and company succession 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, contribution) and arrangements under the law of obligations (asset deal) 

  • Drafting of all relevant documents (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 employment law, licensing/copyright law, employee participation, general contract law) 

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