Pinsent Masons in Germany

Pinsent Masons in Germany

Introduction to Germany Our German offices are located in the heart of Munich and Düsseldorf, centrally located to service the needs of the business, investor, science, energy and technology communities, both national and international. Whether you are an international company, institution or individual investing and operating in Germany, or a German client requiring advice on local, regional or international matters, our team combines local knowledge with international experience and reach, and helps you achieve your objectives. Our German team advises on general corporate and commercial matters and is fully conversant in all aspects of compliance and regulation, local law and day-to-day advisory services. For companies investing or operating in Germany there is no substitute for local knowledge and expertise. We combine legal know-how with a practical understanding of both the legal issues and business culture in Germany to offer you peace of mind. Our cross-border service is enhanced by the skills and resources of over 1,600 lawyers operating across Europe, the Middle East and Asia Pacific.

Sector approach A true sector focus: going beyond purely legal guidance Our sector-led approach enables us to work more closely with our clients to understand their needs and objectives, and to align our strategies with them. This helps us to develop pragmatic commercial advice and innovative propositions. We share with our clients the deep collective insight, local knowledge, international experience and networks of our people working in a sector, worldwide. We are always thinking about ways to deliver for clients more effectively and efficiently to save them time and money. We deploy a clever mix of technology and people to ensure you benefit from the expertise of the highest quality lawyers when you need it, and to eliminate cost in the more process-driven elements of legal service delivery. Our German offices focuses on advising clients across our four Global Sectors Advanced manufacturing & technology, Energy, Financial services and Infrastructure with a particular focus on Energy and Advanced manufacturing & technology. Advanced manufacturing & technology We deliver complex legal support to facilitate the strategic and operational needs of clients. The organisations we work with are rich in intellectual capital, manufacture specialised products and sell technology related services, or have a high-value service delivery proposition. Our AMT sector focuses on three key sub-sectors: Manufacturing, Technology, Media & Telecoms and Life Sciences & Health. Energy The energy sector of today requires a wide range of global legal solutions. From investing in new ways of harnessing energy to finding cleaner, more efficient ways of using existing sources, energy companies are embracing change and challenging the way they do business. Our expertise spans the entire spectrum, from traditional areas to renewables, whilst our natural resources team has a broad range of experience across both the water and mining industries globally. 03

04 Competition Our team advises on all elements of German and European competition law. We represent clients in criminal cases, antitrust, civil litigation matters and merger control proceedings. In merger control matters, the team also co-ordinates international filings. Our key areas Merger Control We advise on all issues of merger control, with a particular focus on merger control proceedings before the German Federal Cartel Office. Criminal Proceedings Our team advises both companies and individuals on criminal proceedings before the Federal Cartel Office. Compliance A particular focus of the German competition practice is antitrust compliance. The team offers ongoing advice to many clients. We have also set up competition compliance systems with a particular focus on larger German mittelstand companies. Civil Litigation Damage cases have become the almost unavoidable consequence of criminal competition proceedings. Our team has advised in the defence against such damage claims and also litigated abuse of dominance cases. Banking & Finance When a company wants to develop and grow, obtaining finance can be a major hurdle. Financial institutions are the key to developing growth for companies, whether they are looking to move into new markets, develop new products or try something different. We intervene on the whole range of banking and financial products, including acquisition and leveraged finance, asset finance, corporate restructurings and workouts, debt instruments, private placements and public offers, project finance, real estate finance, recapitalisations, regulatory compliance and syndicated and bilateral lending. Our experience crosses borders, and we advise clients in respect of their local markets with an in-depth understanding of laws and processes in all major jurisdictions. Our team is supported by a global Banking and Finance team of over 100 lawyers practising a full range of banking and finance disciplines. They have breadth and depth of experience in domestic and international finance. The group advises international clients on their strategic objectives across multiple jurisdictions; it advises on both international and domestic transactions. Our key areas Capital Projects Cash Management Trade Finance Treasury Services Public Finance Restructuring Structured Finance

Corporate & M&A Important transactions raise challenges which are invariably more efficiently and successfully managed with the support of experienced specialists, especially when it comes to cross-border deals. We advise on complex cross-border and domestic transactions and matters. Our local lawyers are supported by an international team of over 300 lawyers based in France, the UK, the Middle East and Asia Pacific, leveraging their sector experience to frame their commercial advice. Our key areas: Corporate Financing, private equity and venture capital Shareholder and general meetings Capital markets law Company group law Corporate restructuring and reorganisations (including cross-border matters) Advising companies in distress Shareholder disputes Advising directors, management and supervisory boards, including liability issues Employee participation plans Company succession International expansion Our key areas: M&A Purchase and sale of businesses and shareholdings (private as well as listed, national as well as cross-border) Purchase and sale of businesses and shareholdings of companies in difficulty, including purchases from insolvency administrators (distressed M&A) Acquisition financing Post-merger integration Squeeze-out (stock corporation law / takeover rights) Delisting 05

06 HR & Employment Trust between employers and employees is essential for businesses to develop. Our lawyers advise on all aspects of both contentious and non-contentious individual and collective labour and employment law, including employment contracts, structuring internal policies, share options and incentives, foreign employees, transfers, redundancy, dealing with works councils and trader unions and confidentiality obligations. The team acts as an external HR department for various German, UK and US companies, advising on the day-to-day challenges of employment relations and co-operation with unions and works councils. They also provide specialist advice on number of key areas such as immigration laws and on the protection of our clients IP and know-how, and handling data protection issues. Our lawyers also provide in-house training for our clients employees and executives on all relevant areas of employment law. Our key areas External HR Department Advice for national and international companies on individual and collective employment law Negotiations with employee representatives Representing clients in court and in front of arbitration tribunals Corporate and Outsourcing Assistance Employment law aspects of: technology sector related M&A transactions outsourcing projects Restructuring Business relocation, business closedown, collective redundancies Negotiations regarding reconciliation of interests and social plans Proceedings before arbitration tribunals, litigation against employees and employees representatives International Assignments Transfer of our clients employees to and from foreign countries Advice on immigration, social security and tax law Protection of Know-how Strategies for in-house protection of know-how, as well as related implementation Internal investigations in case of infringements Post-contract non-compete clauses

IT, IP & Outsourcing Our specialist sourcing and business transformation team advises both suppliers and customers throughout the lifecycle of a project from early strategic advice through to renegotiation and exit. We benefit from working closely with world leaders in the technology sector, especially in the telecommunications, software, automotive and life science industries. This makes us true experts and fully up to date with developments that matter to our clients. We advise on the full range of sourcing (ITC, BPO, HRO), business transformation and facilities management projects. We have advised on some of the largest projects in the UK and Germany as well as many high profile global transactions. Our local team is supported by a global team of lawyers. Our online service, Out-Law.com, is acclaimed as the leading website for legal information and news. IT Contracting for new technologies and business models, such as cloud computing, software as a service, connectivity, Big Data, E- and M-commerce and Open Source Implementation of regulatory requirements, in particular data protection legislation Content and new media applications, as well as production, artist and sponsorship arrangements IP Enforcement of and protection from intellectual property rights from corporate strategies to dealing with specific intellectual property rights claims (especially trademarks, patents, copyright and plant variety rights issues) Commercialisation of intellectual property through technology transfers, licensing and distribution Research and development projects Competition law, advertising law Sourcing / Outsourcing Sourcing and outsourcing transactions, both customer and supplier side IT, Business Process and HR Outsourcing IT development, implementation and integration projects Infrastructure & Energy Projects We understand the need for legal advisors to recognise and distinguish between the issues and risks presented in the infrastructure sector, as well as the solutions to mitigate against them. Our lawyers work closely with industry-sector specialists to identify and assess the risks facing the project vehicle, and to tailor solutions to address and mitigate those risks. Our team advises clients throughout the entire project lifecycle, from procurement of a project to construction (especially EPC contracts, including FIDIC) through to completion and operation. Our key areas: Clients Project developers, plant manufacturers, suppliers of key components and providers of engineering and operational services Equity and debt based investors (banks and other financial service providers, investors) Public sector and private providers Our key areas: Projects Advising on all phases of infrastructure and energy projects: development, financing, construction, commercial and technical management, decommissioning Purchase and sale of individual projects or entire portfolios Contract management, enforcement matters and other legal claims Cross-border and highly complex projects, relating to several jurisdictions 07

08 Litigation & Compliance Our Litigation and Compliance lawyers are experienced in every form of dispute resolution, including domestic litigation, cross-border litigation, international commercial arbitration, mediation and adjudication. Obviously, the best dispute is the one which does not even arise. Disputes cost time and money, and are emotionally tough. Our experienced litigators advise on a full range of legal disputes, and on enforcement and recognition of foreign judgements and arbitration awards on a regular basis. Some members of the team have acted as chairpersons or members of arbitral tribunals in domestic and international commercial arbitration proceedings. Our team also advises on compliance matters in order to avoid legal disputes in the first place. Our key areas Litigation before German or foreign courts and tribunals Negotiations, drafting of contracts and other measures for dispute avoidance (compliance) Alternative dispute resolution (ADR), including mediation Arbitration matters Real Estate & Property Our Real Estate team advises on the full range of real estate and property requirements from both an international and local perspective from the development of a construction project to sophisticated investment products. Our team is supported by a global property team of over 250 lawyers. Our advice doesn t just extend to clients in the real estate sector: we advise on all legal aspects of property related deals from corporate, tax, finance and construction matters, working together as an integrated real estate practice group across countries and disciplines. If something goes wrong on your deal, we also have Dispute Resolution lawyers who have experience advising developers and investors. The results are practical and effective solutions, even for the most highly complex of transactions. Our key areas Developers and Investors Structuring and implementing the acquisition and sale of real estate or real estate portfolios and their (re)financing Structuring, development and financing of real estate projects Asset and property management Enforcement of claims against tenants and service providers Cross-border and complex transactions, involving a variety of jurisdictions Medium-sized Companies and International Corporations Management of lease portfolios Site selection Rental and ownership laws Contested proceedings All other aspects of real estate law for businesses

Stock Corporation & Capital Markets Our corporate and capital markets law team advises companies and entrepreneurs in all matters relating to the capital market, including IPOs, IBOs, capital market transactions, annual general meetings, takeovers and on all other aspects of stock corporation and capital markets law. The capital and debt markets enable corporates to access finance in innovative ways. They allow companies and lenders to mitigate economic risk and allow complex organisations with unique financing needs to stimulate further growth. Our key areas IPOs IBOs Capital Market transactions AGMs Takeovers Transfer agreements Stock flotation and share acquisitions Capital increases, convertible bonds, bonds and participation rights Design and implementation of compensation, stock option and employee incentive programmes 09

10 Tax We advise on the full range of national and international taxation including but not limited to income tax, corporate income tax, trade tax, VAT and real estate transfer tax. In addition to this, we have particular expertise in advising clients on the tax elements of corporate transactions, including mergers and acquisitions, corporate and financial restructurings, finance, structured finance and securitisations. We work as an integrated team on transactional projects to deliver a commercial and tax-efficient solution. Our specialist Tax team have worked in-house in international organisations, and therefore understand the challenges of multi-jurisdictional tax solutions. Our key areas: Queries in respect of all forms of taxation, nationally and internationally Tax-optimised design of M&A and private equity transactions, as well as their refinancing, classic or structured IP transactions and restructurings Advice on employment related tax matters Tax compliance for employee profit-sharing schemes Audits, local tax court proceedings and appeals in the Federal Finance Court Supplementary and voluntary self-disclosures Global reach We are organised and resourced so that wherever our clients commercial demands take them, we have the footprint and expertise to work with them. We deliver a strong local presence from our global network of offices with an excellent understanding of the market. We have a strong preferred law firms network when local legal advice is required. Europe Our firm s origins in Europe date back to 1769, giving us an in-depth local knowledge and understanding of the markets. We offer the full range of services you would expect from an international law firm in our 14 European locations.

Asia Pacific Asia Pacific has been a focus of the firm s international strategy for more than 30 years, beginning with the opening of our Hong Kong office in 1983. Our 6 locations currently consist of Beijing, Shanghai, Hong Kong, Singapore, Sydney and Melbourne. We will be opening in Perth in 2018. Middle East We have over 30 years experience in the Middle East from our offices in Dubai, UAE and Doha, Qatar. We have an alliance network with local law firms across the Middle East, ensuring we have the local knowledge and expertise to support client working across the entire region. Africa Our African experience spans more than 40 countries over 30 years. In 2017 we opened an office in South Africa. We have acted on numerous projects across Africa including construction, infrastructure, energy, oil & gas and mining projects. In recent years, we have advised clients in countries including Nigeria, Botswana, South Africa, Libya, Algeria, Egypt, Tanzania and DR Congo. Americas We have a long-term commitment to the Americas, with dedicated teams of lawyers who are experienced in supporting international clients on working throughout the USA, Canada and South America. Our deep working relationships with local law firms and trusted advisers enable us to act as a commercial partner. 11

Pinsent Masons Germany LLP is a limited liability partnership registered in England and Wales (registered number: OC373389) with its registered office in London: 30 Crown Place, London EC2A 4ES, United Kingdom. The partnership has a German branch with its place of business in Munich at Ottostrasse 21, 80333 Munich, registered in the register of partnerships of the Munich District Court (registered No PR1154), which operates in offices in Munich and Dusseldorf. The word partner, used in relation to Pinsent Masons Germany LLP, refers to a member or an employee or consultant of Pinsent Masons Germany LLP or any affiliated firm, of equivalent standing. A list of the members of Pinsent Masons Germany LLP, and of those non-members who are designated as partners, is available for inspection at our international head office: 30 Crown Place, London, EC2A 4ES, United Kingdom. Pinsent Masons Germany 2017. For a full list of the jurisdictions where we operate, see www.pinsentmasons.com