Frankfurt

Willkie Farr & Gallagher LLP
An der Welle 4
D-60322 Frankfurt am Main

T: +49 69 79302 0
F: +49 69 79302 222
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Our Frankfurt office handles complex corporate and commercial transactions that demand multifaceted legal experience. Our attorneys are known for providing solution-driven advice innovatively tailored to meet the unique needs of each client. Clients value especially our practical business approach to helping them reach their goals, as well as our cost-effective and streamlined style of transaction management.

Our practice groups in Frankfurt, which include tax and the core disciplines of corporate law, are led by partners who are recognized market leaders in their respective fields. Our teams work together efficiently to provide clients with comprehensive and seamlessly integrated work product, reflecting the highest quality legal and tax advice.

We have significant experience handling projects and matters in a multitude of industries and sectors, including automotive, biotechnology, building materials, chemicals, clothing and textiles, gaming, healthcare, industry production, infrastructure, leisure/hotels, logistics/airlines, media/e-commerce, pharmaceuticals, real estate, renewable energy, retail, telecommunication, as well as finance and insurance.

Described as “one of the heavy-hitting outfits in Europe,” with “an outstanding deal flow,” Willkie’s Frankfurt office was named the 2015 “Law Firm of the Year” for M&A by leading German legal publisher Juve.

Our clients rely upon our skill and creativity in structuring and implementing their most complex transactions and solving their most difficult legal issues. In addition to intellectual agility, they have come to expect from Willkie only the highest level of integrity and pragmatism in meeting the challenges of an ever-changing business environment.

Corporate/M&A Practice

We offer listed and privately owned clients comprehensive corporate and transactional advice on a range of matters, including public and private M&As, takeovers, PIPEs, joint ventures and minority investments, corporate and business restructuring, corporate finance and corporate governance and compliance. We also routinely advise shareholders, management, as well as supervisory boards.

We advise domestic and international clients on an array of M&A transactions and corporate law projects, both with and without a capital markets component. This includes acquisitions arising out of distressed situations where we work in close collaboration with our colleagues in our restructuring practice. Our considerable experience in a broad range of industries, including those that are publicly regulated, gives us a unique advantage in developing innovative solutions tailored for our clients individual needs.

In recent years we have advised on several transactions valued at more than €1B, as well as on a significant number of mid-cap transactions. The M&A transactions in which we are typically involved require a high level of strategic planning with respect to the overall transaction process, as well as coordination among the involved parties and advisors. We are dedicated to meeting the complex legal and commercial demands of such transactions by understanding and heeding the often divergent interests of customers, employees, investors, lenders and other corporate constituents.

When advising bidders or target enterprises in negotiated and nonnegotiated takeovers, block trades, or minority investments, we draw upon our significant capital market experience.. The corporate team advises strategic investors, as well as listed companies wishing to establish or expand influence in among other listed companies.

When privately owned businesses intend to expand with the help of minority investors or seek third-party financing as a means to strengthen their equity, they look to our vast experience in harmonizing divergent interests, which is often accomplished by designing innovative adjustments to the corporate structure and consortium agreements. We also make available the extensive experience and network of our private equity practice. Additionally, our entrepreneurial clients rely on our tax practice for developing succession-planning strategies with respect to ownership of their businesses.

Our corporate lawyers often work in close cooperation with our highly experienced tax team to design and implement innovative corporate structures that will facilitate new corporate goals, as well as addressing critical changes in ownership, financing requirements and tax and corporate law. We assist executive and nonexecutive board members with developing and implementing comprehensive governance compliance programs. We provide compliance assistance on the full spectrum of issues that arise in connection with capital markets, tax, corporate, competition and employment law. We also advise German enterprises on international anti-corruption rules.

Corporate/M&A Experience

M&A 

  • The shareholders of exocad GmbH, an independent developer of dental software solutions, in the sale of a majority stake to The Carlyle Group as well as certain shareholders on their reinvestment
  • 3i in its sale of Amor Group, the German market leader for affordable precious jewelry, to Gilde Buy Out Partners
  • Ardian in its acquisition of the Exclusive Synthesis (ES) and Maleic Anhydride Intermediates & Specialties (IM) business from DPx Holdings B.V.
  • Hudson’s Bay Company, the Canadian owner of Saks Fifth Avenue, Lord & Taylor and other leading department stores, in its €2.82 billion cross-border deal to acquire German department store chain Galeria Kaufhof, Galeria Inno (Belgian subsidiary) and Sportarena from METRO AG
  • GEA Group’s management team in the €1.3 billion sale of the company’s Heat Exchangers segment to funds advised by European private equity firm Triton
  • IK Investment Partners in the sale of Sport Group, a worldwide market leader in outdoor sport and recreational surface systems
  • Waterland Private Equity in its acquisition of shares of PREMIUM group, a leading European fashion show organizer, from one of the founders in connection with the ownership structure reorganization of the company
  • Wendel in its acquisition of a majority interest in Constantia Flexibles, a deal valuing Constantia Flexibles at €2.3 billion
  • Ardian in its acquisition of ADA Cosmetics International GmbH from the Carlyle Group
  • 3i in its  €473 million sale of Hilite International, a leading global supplier of highly engineered automotive engine and transmission components, to AVIC Electromechanical Systems, one of the largest industrial conglomerates in China
  • GFI Software in its sale of TeamViewer, a leading global provider of secure remote support software and online meetings, to Permira, one of Europe’s largest private equity funds
  • Scout 24 Holding GmbH in Deutsche Telekom AG’s $2 billion sale of a 70 percent stake in Scout24 to Hellman & Friedman LLC
  • Rockwood Holdings, Inc. in the $1.325 billion sale of its titanium dioxide pigments and four other non-strategic businesses to Huntsman Corporation
  • Riemser Pharma GmbH in the sale of its Animal Health Division and its production facility located in the Greifswald-Isle of Riems to IDT Biologika (Riems) GmbH & Co. KG
  • Rockwood Holdings, Inc. in the $635 million sale of its rheology business to ALTANA Group
  • Ekkio Capital and Inventoriste on the acquisition of Sigma Inventuren und Bestandskontrollen GmbH
  • Rockwood Holdings, Inc. on the $1.98 billion sale of CeramTec to European private equity firm Cinven
  • Rockwood Holdings, Inc. on its acquisition of Kemira Oyj’s 39 percent interest in titanium dioxide business joint venture Sachtleben
  • Sachtleben on its acquisition of the titanium dioxide business of crenox GmbH
  • 3i-backed Hilite International on the sale of its heavy duty emissions control business to Cummins Inc.
  • Insight Venture Partners as selling shareholder in Google’s acquisition of Berlin-based daily bargains website DailyDeal GmbH
  • WEBER-HYDRAULIK on the acquisition of U.S.-based Hyco International Inc. from U.S. financial investor Centre Partners Management LLC.
  • 3i on the acquisition of a majority stake in Hilite International Inc.
  • Cognetas LLP on sale of German marketing services network Commarco GmbH (parent company of Scholz & Friends) to global advertising group WPP PLC
  • Roth & Rau on the €350M voluntary public takeover offer from Meyer Burger Technology AG and negotiations related to the business combination
  • SLV Group’s management team in the sale of SLV to Cinven
  • RHM Group’s founder in the sale of RHM’s clinics and nursing homes to Waterland Private Equity
  • Beumer Maschinenfabrik on its acquisition of Crisplant Group
  • e.n.o. energy group on its acquisition and subsequent sale of a windpark portfolio, the sale of its Plauerhagen, Germany wind farm to MVV Energie AG, and on the sale of a wind farm in Rhineland-Palatinate, Germany and a wind farm near Le Havre, France, to Dutch private equity fund DIF Renewable Energy.
  • Sintex Industries on its acquisition of a 90-percent stake in automotive component supplier Geiger Technik (€35.6M)
  • The State of North Rhine-Westphalia on the sale of its residential and development portfolio company Landeentwicklungsgesellschaft (LEG) to Goldman Sachs/Whitehall (€3.5B)
  • Intrinergy on its acquisition of CompacTec
  • Medal Holding GmbH on its acquisition of Peterstaler Mineralquelle (€11.3M)
  • General Logistics System B.V. on its acquisition of ABX Belgium
  • Sparda Bank on its sale of NetBank AG
  • Deutsche Post AG on its insourcing of Quelle Neckermann’s cargo and heavy consumer goods logistics*
  • Deutsche Post AG on its insourcing of Karstadt’s department store logistics*
  • SES ASTRA on its acquisition of Premiere’s up-link service subsidiary*
  • Swiss Re on its acquisition of the credit insurer Gerling NCM (€600M)
  • Telecom Italia on its acquisition of HanseNet (€250M)
  • Konemann Verlagsgesellschaft on its sale to Langenscheidt KG
  • Lycos Europe NV on its acquisition of MultiMania (€153M)
  • ERGO on its acquisition of Bayerischen Vita S.p.A. (€644M)

Capital Markets

  • Munich Re on its placement of 13 million shares in Admiral Group plc
  • YOC AG on its move from the Entry Standard to the Prime Standard
  • Warburg Pincus on its placement of 12,143 million shares in Petrotec AG
  • Teva Pharmaceutical on its acquisition of Barr Pharmaceuticals ($8.9B, including $1.5B of Barr debt)
  • Sartorius AG on the cross-border acquisition of and business combination with Stedim SA (€730M)

Corporate Reorganization

  • The State of North Rhine-Westphalia in its formation of a public service development company
  • Restructuring of Lomo Lorenz Mohr GmbH
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Corporate Commercial Practice

Our attorneys are sought to advise on distribution systems, outsourcing projects (corporate or contractual), joint ventures, carve-outs and separation issues, regulated industries and public law, subsidies and grants, multi-jurisdictional and national merger control proceedings, antitrust and related compliance matters, and intellectual property and technology issues.

Corporate Commercial Practice

Corporate Commercial

Our Frankfurt Corporate Commercial team advises multinational and national clients on critical business and legal issues in connection with distribution systems, outsourcing projects (corporate or contractual), joint ventures, carve-outs and separations, as well as post-transactional integration. We work closely with our clients to tailor cutting-edge legal solutions to facilitate their commercial and strategic goals.

Regulatory/Public Law

The Frankfurt Corporate Commercial team advises companies on issues of public law in connection with M&A transactions, unfair competition practices, subsidies and privatization in a host of sectors and fields of law, including energy, environmental law, pharmaceuticals, insurance regulation, real estate and telecommunications technology.

Competition/Merger Control

The firm’s globally integrated Antitrust Group regularly advises on large M&A transactions and other corporate matters in a wide spectrum of industries.

We represent clients in merger control proceedings before the German Federal Cartel Office and the EC Commission, and coordinate merger control proceedings worldwide. Our Frankfurt Corporate Commercial team advises on regulatory issues in multiple sectors, including energy, pharmaceuticals and telecommunications. We regularly represent clients before antitrust authorities (including leniency procedures) and courts in proceedings relating to assessments of fines and public subsidies. We see a deal through from pre-deal strategic planning through the regulatory approval process to ultimate closing.

Data Protection

Data protection laws affect consumers, employees, businesses, and other organizations in a multitude of ways across borders. Related issues include rights of individuals with respect to processing of personal data, restrictions on employee monitoring, registration with data protection authorities, the creation and use of databases and networks and the transfer of data between countries both inside and outside the EU. The Frankfurt Corporate Commercial team assists in setting up processes to comply with relevant data protection laws, including full compliance reviews. We are frequently called upon to draft and implement tailored policies and procedures, handle cross-border data flow, deal with registration, and assist with the handling of complaints, offenses and prosecutions. We also provide training for employees on various data protection and privacy issues.

Intellectual Property/IT

The Frankfurt Corporate Commercial team advises on issues in connection with intellectual property rights and IT. We represent clients in technology-related transactions in which IP rights constitute the main assets. In M&A transactions, IP rights must either be shared between companies for a transitional period or completely separated. Our team has particular experience in tailoring IP licensing agreements to meet the individualized goals of our clients.

Anti-corruption, Trade and Export Compliance

We advise multinational corporations on a wide range of domestic and international compliance issues. Willkie’s U.S. compliance lawyers in Washington and New York work closely with our European compliance teams and are considered the leading attorneys in FCPA (Foreign Corrupt Practice Act) proceedings and other export trade compliance issues.

The firm has substantial experience in conducting internal investigations, advising on business transactions and counseling companies and individuals on compliance and corporate governance matters. In addition, we support clients in the implementation of risk management and prevention measures and strategies and render strategic advice to managing directors and board members in connection with compliance matters. Our clients value our interdisciplinary approach to producing comprehensive solutions for complex compliance matters. These individualized solutions reflect the seamless integration of compliance advice from our corporate, capital market, antitrust and competition, labor, tax, antitrust, and data protection attorneys. They also incorporate the advice of our FCPA and anticorruption compliance attorneys.

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Finance

We counsel clients on syndicated lending, leveraged and investment grade finance for senior and mezzanine providers and investment grade finance, corporate finance, debt restructuring, debt buy-back, growth and expansion finance, collateral and security issues, and structuring of debt and debt-like transactions including tax structuring and structuring of mezzanine finance.

Borrowers and Lenders

The Frankfurt Finance team advises both borrowers and lenders in all aspects of syndicated lending, including leveraged finance for senior and mezzanine providers and investment grade finance, corporate finance, debt restructuring and debt buy-back. The also assist with collateral and security issues, structuring of debt and debt-like transactions (including tax structuring), and structuring of mezzanine instruments, such as “equity kickers.”

Expansion and Growth Finance

Our team also has a focus in the area of growth and expansion finance. We have a keen understandings of the requirements applicable to both equity and mezzanine providers, as well as the unique needs of companies, business owners and management teams interested in utilizing such financings.

Debt to Equity Swap/Debt Buy Back

Our multidisciplinary Frankfurt teams also advise banks and other finance providers, borrowers and private equity funds on debt equity/asset swaps, debt buy-back, restructuring of debt layering, and “covenant-resets.

Support for PE Portfolio/Leveraged Companies

We advise companies, mainly those owned by private equity firms, on debt-related issues with finance providers regarding duties and rights of management teams.

Joint Effort

With the combined experience of our attorneys and tax advisers in the areas of capital markets, corporate, private equity, tax, and corporate commercial/compliance, we can deliver complete solutions on any value-related aspect of a project or a transaction.

Selected Significant Matters - Finance

  • Schenck Process with respect to €455 million refinancing of existing senior and mezzanine acquisition facilities
  • 3i-backed ATESTEO with respect to €70 million refinancing/recapitalization
  • AXA Private Equity in the recapitalization of HSE24 Group
  • Globus Group on its € 200M syndicated loan.
  • EQT Partners on the financing of Capvis’ acquisition of KVT
  • EQT Partners on the financing of Granville’s acquisition of Siemens Wireless Modules*
  • Mediobanca on the financing of Alpha’s acquisition of Maillefer*
  • Dresdner Kleinwort on the financing of Odewald’s acquisition of IWKA Packaging*
  • AXA Private Equity on the financing of its acquisition of CABB and subsequently of SF Chem*
  • Commerzbank on the financing of Sartorius’ takover of Stedim S.A.*
  • EQT Partners on the financing of ECM’s acquisition of KKK*
  • AXA Private Equity on the financing of its acquisition of Gealan*
  • Sulo on the financing of their acquisition of Cleanaway*
  • AXA Private Equity on the financing of its acquisition of RailOne*
  • Dresdner Kleinwort on the financing of Qadriga’s acquisition of Jack Wolfskin*

* Transaction advised on before joining Willkie Farr & Gallagher LLP

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HR/Employee Benefits and Employment Law Practice

The Employment Practice

We regularly handle negotiations with works councils and trade unions, HR litigation and dispute resolutions, and the employment related aspects of the transfer of businesses and enterprises. We also provide advice on data privacy, MBOs, pension/benefit/incentive and share arrangements, restructurings and reorganization of businesses, workforce reduction, outsourcing and shared services, social security law and governmental subsidies for employment costs and HR compliance. Additionally, we provide comprehensive advice with respect to transaction-related labor law issues, including due diligence and post-closing reorganization, corporate co-determination on the board level, and employment and service agreements of top executives.

HR/Employee Benefits and Employment Law Practice

Labor and Employment Practice

The Frankfurt office has a growing employment law team. We provide advice to domestic and foreign clients on all areas of labor, employment, pension, and social security law, including employment contracts, benefits/incentives, pension plans and equity participation arrangements, employment matters connected with corporate restructurings and business reorganizations, workforce reduction, transfer of businesses, outsourcing, and shared services solutions.

Labor and Codetermination

We support companies in negotiations with works councils on operational changes, including reconciliation of interests and social plan negotiations. We assist in negotiations with trade unions on collective bargaining agreements and also have broad experience with respect to corporate codetermination matters on the supervisory board level.

Employment Litigation

Our employment team provides top caliber legal representation before Labor Courts, Higher Labor Courts, and the Federal Labor Court.

Transactions and Reorganization

Complimenting the work of our transactional and project teams, our employment team provides critical support with respect to due diligence, management and executive participation, and post-transaction or project-related employment law issues including the implementation of “post-closing” labor law reorganization projects.

Compliance and Employment Data Privacy

The scope of our work includes employment and codetermination aspects of compliance codes and data privacy issues, in particular with respect to antifraud investigations.

Selected Significant Matters

  • Sintex Industries in its negotiations with the works council on the restructuring of Geiger technik
  • Red Fuel Cards in the restructuring of the German fuel card business
  • Various industries in negotiations with works councils and implementation of restructurings

Recent Publications

  • “Verwirkung ist kein Allheilmittel gegen die Risiken der Unterrichtung” BB 2009, Seite 1423/1424
  • “Unternehmensmitbestimmungen im europäischen Wettbewerb” (Co-Autor) FS Löwisch (2007), Seite 249-266
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Private Equity/LBO/Venture Capital Practice

The Private Equity Practice

We assist with all aspects of private equity, leveraged and venture capital transactions, including LBOs, MBOs, “equity-only” investments, P2Ps, PIPEs, growth and expansion capital projects, exits and dispositions, equity- and debt- financings, recapitalizations, “club” deals, tax structurings, management participation and executive benefit arrangements, portfolio restructurings and general portfolio work, and corporate and tax structuring.

Our Philosophy

We understand the nuances of private equity as an industry group and know the very specific needs and requirements of the various parties to private equity transactions, including financial sponsors, sellers and management teams, as well as co-investors and finance providers. Willkie’s  European and U.S. private equity attorneys have significant experience representing sponsors, financial advisors and portfolio companies in a wide range of national and international transactions. We not only solve their legal issues, but provide innovative support to clients in meeting their commercial goals.

With several renowned partners, our private equity team in Frankfurt is recognized as one of the market leaders in Germany. When advising on complex private equity matters, we are particularly known for our ability to seamlessly integrate the experience of our other practice areas to offer our clients comprehensive solutions. Clients rely on us for everything from due diligence to tax structuring and acquisition finance. We also assist with merger control issues and portfolio company value enhancement matters, as well as providing exit related support for trade or secondary sales or for exits conducted via the capital markets.

Private Equity/LBO/Venture Capital Practice

MBOs/LBOs

Our Frankfurt office has a strong track record in advising on several types of MBOs and LBOs . The combined experience of our team members includes providing advice for more than 25 private equity funds involved in high-cap, mid-cap, and small-cap deals, as well as in growth and expansion transactions or projects. We typically act for financial sponsors but also work for management teams, co-investors, and finance providers.

Management Participation

Our Frankfurt team has broad experience in developing and implementing management participation arrangements, including corporate and tax structuring of such plans.

The Closing is just the beginning…

We believe a closed deal is just the beginning of a successful investment. We support our clients in implementing, including on the basis of due diligence findings, post-closing value enhancement plans to lay the foundation for a successful exit. Working collaboratively, our teams are well positioned to support any exit or refinancing, including trade sales, IPOs and interim recaps.

Support for Portfolio Companies

We represent a number of portfolio companies and management teams with respect to their daily operating legal needs, as well as providing general corporate, compliance, litigation, tax, employment, and finance advice. Our attorneys work closely with management during every stage of the private company life cycle. The Frankfurt team is also focused on portfolio value enhancement work.

Debt-Centered Projects

We advise our clients on the full spectrum of debt-centered transactions and projects, including acquisition finance, acquisition of debt with a view to a debt equity swap, debt buy-back, and debt restructuring. We also provide mezzanine-related advice and support for portfolio companies in distressed situations, combining our private equity, finance, and tax know-how.

Infrastructure

We advise investors in infrastructure projects, including those related to traffic, energy, and renewable energy, among others, providing for a foreseeable steady cash flow.

Joint Effort

Our lead private equity partners work closely with our attorneys in the areas of finance (borrowers), tax and transaction structuring, capital markets, merger control, restructuring, corporate commercial, and ERISA to provide our clients with integrated legal services.

Selected Significant Matters

  • Insight Venture Partners in its investment in HomeToGo, the world’s largest search engine for vacation rentals
  • 3i in its sale of Amor Group, the German market leader for affordable precious jewelry, to Gilde Buy Out Partners
  • Ardian in its acquisition of the Exclusive Synthesis (ES) and Maleic Anhydride Intermediates & Specialties (IM) business from DPx Holdings B.V.
  • Ardian in its investment in Chal-Tec GmbH for a stake of approximately 40 percent in the Berlin-based e-commerce company
  • IK Investment Partners in the sale of Sport Group, a worldwide market leader in outdoor sport and recreational surface systems
  • Insight Venture Partners on its investment in HelloFresh, the Berlin and New York City-based meal-kit delivery service
  • GEA Group’s management team in the €1.3 billion sale of the company’s Heat Exchangers segment to funds advised by European private equity firm Triton
  • Waterland Private Equity in its acquisition of shares of PREMIUM group, a leading European fashion show organizer, from one of the founders in connection with the ownership structure reorganization of the company
  • Wendel in its acquisition of a majority interest in Constantia Flexibles, a deal valuing Constantia Flexibles at €2.3 billion
  • 3i in its acquisition of a majority stake in leading German jewelry and watch retailer Christ
  • 3i in its  €473 million sale of Hilite International, a leading global supplier of highly engineered automotive engine and transmission components, to AVIC Electromechanical Systems, one of the largest industrial conglomerates in China
  • Ardian in its acquisition of German Toy Manufacturer Schleich from European private equity investor HgCapital
  • GFI Software in its sale of TeamViewer, a leading global provider of secure remote support software and online meetings, to Permira, one of Europe’s largest private equity funds
  • Insight Venture Partners as lead investor in the $88 million investment in Berlin-based Delivery Hero
  • Scout 24 Holding GmbH in Deutsche Telekom AG’s $2 billion sale of a 70 percent stake in Scout24 to Hellman & Friedman LLC
  • 3i on its investment in global transmission testing company GIF
  • Ekkio Capital and Inventoriste on the acquisition of Sigma Inventuren und Bestandskontrollen GmbH
  • Rockwood Holdings, Inc. on the $1.98 billion sale of CeramTec to European private equity firm Cinven
  • TA Associates on its investment in Onlineprinters GmbH
  • AXA Private Equity on its acquisition of Riemser Arzneimittel AG
  • EQT Expansion Capital II on its investment in Sportradar AG
  • AXA Private Equity on the sale of a majority stake in international shopping network HSE24 Group to Providence Equity Partners
  • 3i-backed Hilite International on the sale of its heavy duty emissions control business to Cummins Inc.
  • Cognetas LLP on sale of German marketing services network Commarco GmbH (parent company of Scholz & Friends) to global advertising group WPP PLC
  • SLV Group’s management team in the sale of SLV to Cinven
  • AXA Private Equity on its sale of portfolio company CABB
  • Palamon Capital Partners on the sale of dress-for-less to strategic buyer Privalia Venta Directa
  • Palamon Capital Partners on the sale of its majority stake in Germany's Loyalty Partner to American Express
  • AXA Private Equity on the acquisition of German shopping network HSE 24 Group and on its subsequent recapitalization
  • Warburg Pincus on the sale of a stake in the listed Petrotec AG
  • Labco/3i on the acquisition of Medivision laboratory group
  • Acquisition of Conergy’s wind business by Warburg Pincus
  • EQT Expansion Capital on the mezzanine financing of the acquisition of KVT by Capvis
  • Land Nordrhein-Westfalen on the privatization and sale of LEG to Whitehall
  • 3i on its acquisition of Druck-Chemie
  • AXA Private Equity on the acquisition of Löwenplay
  • Argantis on the acquisition of W.I.S
  • 3i on the acquisition of Scandlines and the sale of Wendt Group
  • BMG on the sale of Bartec to capvis
  • Acquisition of DS Produkte by Palamon
  • PAI partners’ acquisition of Lafarge Roofing Group
  • Acquisition of dress-for-less GmbH by Palamon
  • 3i on the sale of Wendt Group
  • Exit of David Group for Palamon
  • CVC on the acquisition of BASF’s printing business and ANI Group*
  • Fortress on the acquisition of Gagfah and Nileg*
  • Eurocastle on the acquisition of the Wave property portfolio*
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Restructuring and Insolvency Practice

We advise clients on pre- and post-insolvency matters, M&As with respect to distressed assets, and corporate restructuring. We are sought to assist companies, finance providers, creditors, shareholders, managing directors, board members, and other advisers in connection with distressed situations, debt restructuring, and debt/equity or debt/asset matters. We also provide insolvency advice for hedge funds and provide them support in distressed transactions.

Overview

We have succeeded in responding to the increased demand, brought on by the recent financial crisis for the highest quality legal services with respect to critical cross-border restructurings and insolvency matters. Our practice in this area has grown significantly and is increasingly recognized internationally as a leader in the field. In light of the current developments in the European and American markets, the importance of experience in cross-border restructurings and insolvency continues to increase.

Restructuring and Insolvency Practice

Our Full Service Approach

We advise national and international clients on insolvency and restructuring issues, including those in connection with pre- and post-insolvency, M&As regarding distressed assets, corporate restructurings, debt to equity/debt to asset swaps, distressed debt, and employment related restructurings. The Frankfurt team also assists restructuring advisors, shareholders, financing providers, creditors and managing directors and supervisory board members on the rights, duties and obligations in distressed situations. We also support hedge funds and private equity funds and their respective investments in distressed and turnaround transactions.

The Frankfurt restructuring and insolvency team advises companies, creditors, shareholders, investors, and advisors throughout the entire insolvency proceedings, including insolvency plan proceedings, administration by debtor-in-possession, enforcement of security interests and reorganization by transfer.

Cross-Border Restructurings

Working in close cooperation with our colleagues in the firm’s other European and U.S. offices, the Frankfurt team continuously demonstrates the highest level of competency in handling cross-border restructurings and insolvencies. We frequently assist our award-winning U.S. Business Reorganization and Restructuring Department in complex chapter 11 cases with a German component and in investment opportunities with respect to insolvent or distressed German companies.

Our restructuring team works in close cooperation with our highly regarded Private Equity/M&A practice group to provide comprehensive assistance on transactions involving insolvency or in circumstances verging on insolvency. We also support private equity funds and hedge funds and their respective investments in distressed and turnaround transactions.

Selected Significant Matters

  • Sachtleben on the corporate/restructuring aspects of its acquisition of the titanium dioxide business of crenox GmbH (2012)
  • Commerzbank AG in its role as largest lender in the approximately €12B five-bank consortium mid-term financing plan for the Schaeffler Group
  • PAI on the restructuring of the Monier Group (2008/2009)
  • Retail Decisions Ltd. on the acquisition of Lomo’s fuel card business from the insolvency administrator and subsequent business reorganization (2008/2009)
  • Sintex on the insolvency of car supplier Geiger Technologies GmbH (2008/2009)
  • Babcock & Brown/GPT Halverton on the sale of a distressed real estate portfolio 2009
  • Creditor Group on the restructuring of Delphi (2008/2009)
  • Restructuring and insolvency advice to management regarding Schieder (2007)
  • Restructuring and compliance advice to management of ATS (2007)
  • Restructuring and compliance advice to advisers of ODS (2007/2008)
  • Various creditors on the insolvency of Lehman Brothers Bankhaus AG (2008/2009)

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Tax Practice

We provide tax structuring and advice on corporate M&As, private equity and restructuring transactions and projects. We also offer comprehensive tax advice relating to corporate tax matters; reorganizations; domestic and cross-border tax optimizations (inbound and outbound), advice on EU law and double tax treaty matters; transfer pricing matters; tax reporting under FIN 48; and capital markets and debt finance projects. Additionally, we represent clients before the tax authorities in tax audits and negotiations and assist with the preparation of tax opinions.

Our Philosophy

Integrated Tax and Legal Advice: Understanding that complex legal and tax issues are often inextricably related, Willkie offers fully integrated tax and legal services. Clients know that our work product on their transactions will address not only legal issues, but all tax implications as well. Additionally, we believe that for a solution to be commercially viable, it must not only be tax-efficient, but must be professionally implemented. Therefore, our integrated tax and legal teams are always available to assist our clients in the actual implementation of the tax/legal solutions that we devise.

Commercial and Practical Approach: We understand that tax solutions should not be viewed or designed in a vacuum, but rather should help achieve the overall commercial goals of a business.

Tax Experience

Tax Structuring for M&A Transactions

Our team has extensive experience providing transactional tax advice to private equity sponsors and corporate clients (buyers and sellers) in M&A transactions, ranging from those in the mid-cap segment to large transactions with values exceeding €1B. The Frankfurt tax team regularly advises on LBO transactions, formation and dissolution of joint ventures, acquisition of stakes in publicly listed companies, real estate portfolio transactions, recapitalizations, investments in growth businesses and infrastructure projects, and financial restructurings arising out of distressed situations (debt equity swaps, debt buy-backs, and debt asset swaps, among others).

Our services include the development and implementation of tax-efficient acquisition structures and management equity participations, tax review of investment models, preparation or review of funds-flow statements, and development and implementation of post-closing integration measures.

Tax Advice for National and International Corporate Clients

Our tax attorneys are renowned for advising large domestic and international corporate clients on a wide array of corporate tax matters. Our clients, which include mid-size companies and large corporations listed on the NYSE and Frankfurt Stock Exchange, rely not only on our technical experience, but also our client-focused dedication to developing and implementing innovative and practical solutions.

We are routinely sought to provide advice on reorganizations, corporate tax matters, group taxation, real estate transfer tax planning, tax audits, national and international tax planning (both inbound and outbound), transfer pricing planning, relocation of businesses and companies, EU law and double tax treaty matters, and tax reporting under FIN 48. We also assist with negotiations with tax authorities and the rendering of tax opinions.

Tax Advice in Relation to Capital Markets and Debt Finance Transactions

The tax team in Frankfurt provides comprehensive tax advice with respect to IPOs, capital increases, and other capital markets (equity) transactions. We also assist with the preparation of tax information for prospectuses, the structuring of (publicly traded) equity linked instruments, the buyback of shares hybrid and mezzanine financings, and the restructuring of debt finance agreements, including debt equity swaps and debt buybacks.

Selected Significant Matters

Corporate M&As, Private Equity, and Other Transactions

Our clients include leading private equity funds, large financial institutions, and multinational corporate clients listed on the Frankfurt Stock Exchange and New York Stock Exchange. Important transactions and projects include:

  • Commerzbank AG in its role as the largest lender in the five bank consortium mid-term financing plan for the Schaeffler Group
  • Salzgitter AG on its convertible bonds issue
  • The State of North Rhine-Westphalia on the sale of its residential and development portfolio company Landeentwicklungsgesellschaft (LEG) to Goldman Sachs/Whitehall
  • 3i on the acquisition of Scandlines
  • Bank syndicate led by Commerzbank and Morgan Stanley on the rights issue of Rhön-Klinikum AG
  • Labco/3i on the acquisition of Medivision laboratory group
  • Argantis on the acquisition of W.I.S
  • 3i on the sale of Wendt Group
  • Fortress on the acquisition of publicly listed Grundstücks- und Baugesellschaft AG Heidenheim
  • The State of North Rhine-Westphalia in its formation of a public service development company
  • WIS group on post-closing internal reorganizations
  • YOC AG on its move from the Entry Standard to the Prime Standard
  • Intrinergy on its acquisition of CompacTec
  • Access Industries on the acquisition of Basell*
  • Trition on the acquisition of publicly listed Kampa AG*
  • Candover on the acquisition of publicly listed Linos AG*
  • Greenfield Online Inc. on the acquisition of publicly listed Ciao AG*
  • Barclays Global Investors on the acquisition of Indexchange*

* Transactions advised on before joining Willkie Farr & Gallagher LLP

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Compliance

The regulatory environment in which companies do business continues to undergo significant changes. An increasing number of laws now expose board members, executives, and nonexecutives to liability for non complaint business conduct. While the regulatory sources may be diverse and not directly related to one another, methods used to design, implement, and monitor compliance rules are similar. Willkie uses an interdisciplinary approach to compliance irrespective of the source of law.

  • Corporate Compliance
  • Capital Market Compliance
  • Tax Compliance
  • Antitrust Compliance
  • Labor Compliance
  • Data Protection
  • International Compliance, including
  • Anti-corruption
    • Export/Import Control/Trade Sanctions
    • Anti-money Laundering/Anti-Terrorism

We advise on the development of effective policies and procedures to prevent and detect violations of law. These policies are designed to satisfy the management accountability and to carefully designate responsibilities within the organizational structure of corporations. Our advice includes recommendations regarding effective training, auditing, and monitoring of compliance policies and enforcement through incentives and discipline.

In the event that the authorities initiate investigations into potential violations, we have significant experience in implementing procedures and mechanisms to respond appropriately to potential violations of law and to prevent possible future violations through prompt corrective action. Our international Anticorruption/Compliance Practice has unparalleled experience in advising clients on investigations by the SEC or the DOJ.

Publications / News / Events

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