Menu

Author Archives: c-wettich

Journal WPg edition 9/2021, p. 608Current article of Carsten Wettich on cash compensation in the event of a squeeze-out in the existence of a domination and profit and loss transfer agreement

Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 9/2021 of the journal “WPg” with the cash compensation in the event of a squeeze-out in the existence of a domination and profit and loss transfer agreement.
The Federal Court of Justice recently ruled that the cash compensation to be paid to minority shareholders in the event of a squeeze-out under stock corporation law is generally to be determined on the basis of the present value of the compensation payments to which the minority shareholder is entitled under an intercompany agreement if this is higher than the pro rata enterprise value. The Federal Court of Justice has thus also postulated the most-favored-nation principle in this aspect. For major shareholders, this can make a forced squeeze-out of minority shareholders and the associated complete takeover of a company more expensive.
3 years, 11 months ago 0 Comments

Practical seminar “The family foundation in practice” on 21/09/2020 in Frankfurtwith Thilo Fleck as speaker for current issues in foundation law

As in previous years, the seminar on the tax and foundation law support of family foundations in practice, organised by the FORUM together with the law firms Peters, Schöneberger & Partner from Munich and Berner Fleck Wettich from Düsseldorf, will take place in Frankfurt on 21 September 2021. Dr. Thilo Fleck lectures on foundation law topics, including the legal position of beneficiaries and foundation bodies (employment, remuneration, liability) as well as on the maintenance of the articles of association, structural change and reform of foundation law. The effects of the corona crisis on family foundations are also examined.

If you are interested in the event, please contact us for a discount on the participation fee for clients of Berner Fleck Wettich.

You can find more information (in German) about the event and the possibilities of registration here.

3 years, 11 months ago 0 Comments

JUVE, 07/12/2020University background: Berner Fleck Wettich brings of Counsel on board

The Düsseldorf-based corporate boutique Berner Fleck Wettich has strengthened its presence in December. Prof. Dr. Sabine Otte-Gräbener will be working for the law firm in the position of Counsel. The 41-year-old is professor for commercial and corporate law at the Düsseldorf University of Applied Sciences.

In addition to her work at the university, she will support Berner Fleck Wettich, especially at the interface of legal and economic issues. Her focus is on the law of limited liability companies, European corporate law and the law of the English Limited. In addition to corporate groups, the firm’s client base includes a whole range of family-run businesses which, in addition to legal input, place great value on a strategic and economic overall view. This is where the experience of Otte-Gräbener should play a particularly important role.

For the complete report (in German) click here.

4 years, 4 months ago 0 Comments

JUVE, 21/10/2020Metro buys in and continues to resist takeover

Metro takes over the second largest Portuguese food supplier Aviludo. At the same time, Metro’s major shareholder EPGC is expanding its shares – but its public takeover bid to Metro shareholders is not supported by the Management and Supervisory Boards. The offer takes into account neither the current value of the company nor the transformation process of the MDax Group which has already been carried out, the boards announced. […]

Advisor to the Metro Supervisory Board on the takeover bid:

Berner Fleck Wettich (Düsseldorf): Dr. Carsten Wettich, Dr. Olaf Berner (both Corporate/M&A) – well known from the market

Background:

[…] The Supervisory Board, which is otherwise supported in its daily work by the head of the Corporate Office, General Counsel Bost, again called in the Düsseldorf corporate boutique Berner Fleck Wettich for the valuation of this low-threshold offer – it is a so-called low ball offer. The unit, founded by former Hengeler lawyers, had prevailed in a pitch in 2019.

For the complete report (in German) click here.

4 years, 6 months ago 0 Comments

RWS, 15/09/2020Berner Fleck Wettich advises united vertical media on capital increase of 11880 Solutions AG and contribution of FAIRRANK

11880 Solutions AG has resolved a mixed capital increase from authorized capital against cash and non-cash contributions by issuing up to 3,893,000 new shares with subscription rights. The new shares are entitled to dividends as of January 1, 2020 and are expected to be admitted to trading in the Prime Standard of the Frankfurt Stock Exchange on or shortly after September 28, 2020. In this context, united vertical media GmbH (“uvm”), the largest shareholder of 11880 Solutions AG, will contribute FAIRRANK GmbH to 11880 Solutions AG as a contribution in kind and receive 2,707,200 new shares in return. With the acquisition of the online marketing company Fairrank, 11880 Solutions AG will complement its business model and expand its core business.

Berner Fleck Wettich provided comprehensive advice to uvm on the transaction. This includes both the capital increase and the contribution of FAIRRANK.

Click here for the full article (in German).

 

4 years, 7 months ago 0 Comments

Journal GWR, edition 15/2020, p. 302 Current article of Carsten Wettich on the participation of the member of the Executive Board in his own authorisation to carry out certain transactions in the light of recent jurisprudence of Higher Regional Court of Bamberg

Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 15/2020 of the magazine “GWR” with the participation of the board member in his own authorization to carry out certain transactions. In its decision, the Bamberg Higher Regional Court commented on the question of whether the Executive Board member to be authorised can participate in the authorisation himself and, in the case of genuine joint representation, even has to participate in the two-member Executive Board. Dr. Carsten Wettich explains the consequences of the decision for practice.
4 years, 9 months ago 0 Comments

Practical seminar “The family foundation in practice” on 14/09/2020 in Frankfurtwith Thilo Fleck as speaker for current issues in foundation law

As in previous years, the seminar on the tax and foundation law support of family foundations in practice, organised by the FORUM together with the law firms Peters, Schöneberger & Partner from Munich and Berner Fleck Wettich from Düsseldorf, will take place in Frankfurt on 14 September 2020. Dr. Thilo Fleck lectures on foundation law topics, including the legal position of beneficiaries and foundation bodies (employment, remuneration, liability) as well as on the maintenance of the articles of association, structural change and reform of foundation law. The effects of the corona crisis on family foundations are also examined.

If you are interested in the event, please contact us for a discount on the participation fee for clients of Berner Fleck Wettich.

You can find more information (in German) about the event and the possibilities of registration here.

4 years, 10 months ago 0 Comments

brand eins brand eins – The best commercial law firms in Germany 2020Berner Fleck Wettich awarded in the field of corporate law (Tier 2)

Berner Fleck Wettich has been awarded by brand eins as one of the best commercial law firms in Germany 2020 for corporate law (Tier 2).

The list is based on a survey among lawyers (colleagues survey) and in-house lawyers (clients survey) for a total of 24 legal fields.

4 years, 11 months ago 0 Comments

Journal WPg edition 9/2020, p. 535Current article of Carsten Wettich on virtual general, shareholder and member meetings in times of COVID-19

Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 9/2020 of the journal “WPg” with virtual general, shareholder and member meetings in times of COVID-19.
The initial restrictions or contact bans imposed in Germany to combat the COVID-19 pandemic make it difficult or even impossible to hold general, shareholders’ and members’ meetings. It is currently not foreseeable how long these protective measures will remain in place. The legislator has reacted quickly to this and has given companies more possibilities to hold virtual meetings without the physical presence of shareholders or members. These are indeed arrangements limited to one year. However, the experience gained will continue to shape practice beyond the COVID 19 pandemic.
4 years, 12 months ago 0 Comments

RWS, 15/04/2020Berner Fleck Wettich advises on follow-up financing for Pantherna Therapeutics development programs against severe respiratory distress syndrome

The life science start-up Pantherna Therapeutics secures a successful follow-up financing of EUR 3 million. Prof. Detlev Riesner, as a renowned European Business Angel, together with the European Investment Fund and a private investor invest together.
Berner Fleck Wettich provided comprehensive advice on the transaction.
Click here for the full article (in German).
5 years ago 0 Comments