The legal know-how built up since 1997 in international Law Firms and sind 2003 independently in Germany / Hamburg in the areas of M&A, Private Equity, Corporate Law, Asset Succession, Real Estate Transactions and Directors Lability relevant to companies, entrepreneurs and high net worth individuals, together with the contacts to other specialists and specialist publications further developed over the years, form the basis for high-caliber and results-oriented advice. The added value for you as a client is typically not primarily measured in terms of the time spent as a consultant, but rather in terms of the value and quality of the ideas or holistic solutions delivered to you for your value creation and value protection. As far as required for your concern, we as consultants of 3Q establish the necessary cross-connections between the experts in the form of a project team which, depending on your needs, interlocks and manages the areas of Law, Taxes and M&A Consulting | Financing.
Specialization, experience in German M&A and Corporate Law as well as scientific work stand for excellent quality in German legal, tax and corporate finance advice. The quality of advice not only in the field of German midsize M&A / German Private Equity (company acquisition, company sale, management buy-out, management buy-in), but also in the field of German corporate company law / company dispute depends not only decisively on the specialization in law, but also on the professional experience of the respective advisor and cross-linked co-operation with German tax experts.
3Q|Law stands for the claim to use the professional experience gained in leading international law firms as well as in medium-sized consulting firms in more than 24 years to advise clients at the highest level of quality. At the same time, 3Q|Law can offer you an unrestricted personal relationship of trust, which cannot always be guaranteed in large units. You can also be sure that the advice is not provided by young professionals, but by experienced consultants who have also been working over years at either the "Big 4" or other internationally reputated tax and accounting firms.
Specialization is indispensable for ensuring the quality of consulting. However, specialization carries the risk that the respective lawyer, corporate finance and tax advisor no longer has the project as a whole in mind, which means that your project is not optimized across disciplines due to a lack of awareness of other issues and inadequate communication and project management. Therefore, one quest is here an interdisciplinary thinking and establishing of cross-connections in the team, wich is extremely important for the best possible result of the consulting. You can find a detailed list of 3Q|Law's consulting specialties under the heading Specialties. In addition, 3Q also has a multidisciplinary team of specialized and experienced consultants from other areas of law (e.g. labor law, intellectual property rights, real estate law) as well as the areas of tax, auditing and M&A consulting / corporate finance, so that efficient lateral thinking leads to the best quintessence for you.
The high level of quality and lateral thinking is underlined by the book "Beck'sches Handbook of Company Acquisitions in Small and Medium-Sized Businesses, which is published in its 3rd edition in 2021 and for which the German attorney Dr. Henning Jaques is co-editor and author of the entire civil law section, including due diligence and the drafting of contracts for the sale of companies, as well as the private equity section. The book also deals specifically with company valuation and the acquisition of German companies in crisis and insolvency. In addition, the quality and lateral thinking are underlined by regular lectures and seminars on the various topics, e.g. on the acquisition and sale of companies in Germany, manager liability and German corporate law.
Lateral thinking and quality in 3Q|Law's consulting pursue a preventive approach. In doing so, the quintessential recommended holistic solutions of 3Q|Law do not stop at the "now and today", but reach far beyond that in their considerations and include possible future developments. Preventive advice from a German lawyer and German tax advisors has become increasingly important in all private and German corporate areas. This applies above all to the purchase of a Germy company, the company succession, but also to German company law and the law of succession. Those who have to fight for their rights under a German partnership agreement in a German partnership dispute or statutory inheritance rights or those under wills in the course of protracted litigation with the support of a German lawyer have often lost even if they later win the case. This is because legal disputes in Germany among shareholders or even among communities of heirs tie up human resources unnecessarily, cost energy and ultimately your money. The same applies to post-M&A disputes in Germany between buyers and sellers of companies in Germany. Here, it proves to be particularly fatal if the company sale has to be reversed, e.g. if mistakes were made in advance during the due diligence process. Even if lawsuits in Germany cannot always be avoided, legal precautions are the best way to be able to concentrate on the real entrepreneurial tasks and to save money in the end. However, should a shareholder dispute or German M&A arbitration arise, you can rely on 3Q|Law's years of litigation experience to enforce or defend claims with court assistance if necessary.
The professional organization of entrepreneurial activity has also become considerably more explosive for managers in avoiding personal managerial liability (managing director, board of directors, supervisory board), so that in the event of breaches of duty - especially in connection with M&A in Germany- they can quickly find themselves in ruin. D&O insurances are of only limited help here.
Finally, the financial market crisis and the Corona crisis have increased the importance of (external) financing for entrepreneurs and companies in Germyn(key words: "Basel II" and "Basel III"). Those who, for example, do not create the necessary legal framework conditions in their company and in the private sphere for company succession by means of suitable wills and partnership agreements that also convince the credit institutions, run the risk of no longer being able to obtain external financing or private equity in Germany or only being able to do so at more expensive conditions.
For more complex projects in the area of M&A / private equity in Germany, such as company acquisitions in Germany, company successions or real estate acquisitions in Germany, it is also advisable to involve a professional German M&A advisor who manages and steers the transaction as your central point of contact in Germany. In this way, the frictions and liability risks that typically arise in more complex transactions, e.g. from and in connection with due diligence, are reduced or even completely avoided. Also in this central point, quality is a key factor of success, which is why 3Q|Law co-operates with equally qualified partners in the field of M&A/Corporate Finance consulting in Germany. In addition to the still quite simple trade sale, i.e. the sale of a company in Germany with only one interested party, 3Q|Law has a wide range of experience in organizing bidding processes in which a large number of potential buyers are approached regarding their potential purchase interest with the help of a professionally prepared information memorandum. Both the preparation of such a sales exposé and a professional German company valuation according to the valuation procedures recognized for the respective company and valuation occasion can be offered by 3Q|Law through partner companies.
The many years of experience as a German lawyer in both national and international corporate transactions (company acquisitions in Germany, company sales in Germany, real estate sales in Germany, company successions, conversions) enables 3Q|Law to accompany you both in Hamburg and Northern Germany as well as throughout Germany and internationally. The preparation of contract documentation in English as well as the conduct of negotiations in English language are also part of our range of professional legal services.
On the buyer side, 3QLaw advises both German and international private equity investors, family offices and wealthy individuals who - as an alternative to setting up a new company - are looking for the path to independence, as well as strategic investors who want to generate additional sales or enter new markets through targeted acquisitions in Germany, for example. A structured approach is also indispensable in the case of company acquisitions in Germany.
Especially in German medium-sized companies, the management style and success are strongly influenced by the owner's personal relationships with the workforce, but also with customers and suppliers. A buyer who does not know the company at all has a hard time following in the seller's footsteps and seamlessly entering the important relationships that have often been built up over decades.
So what could be more obvious than to start by looking around in your own company for a suitable company buyer and to aim for a so-called management buy-out (MBO) for the sale of the German company? If the management consists not only of you as the seller, but also of other managing directors or authorized signatories, it is necessary to take a closer look at whether one or more of these persons are suitable and willing to succeed in the company. In addition to management experience and familiarity with the specific internal company processes, questions of entrepreneurial attitude also play a central role.
If the path of internal succession is blocked or if this option later fails, the path of a management buy-in (MBI) may well be an option. This can be an interesting development opportunity, particularly for the management of competitors, both for their personal development and for the company to be acquired, which would then continue to be run by a management team with experience in the sector. However, post-contractual non-competition clauses in particular, to which the managing director wishing to acquire the German company may be bound, can prove to be problematic here.
The term "private equity" is to be distinguished from listed equity and includes both venture capital (in the form of so-called "early stage financing" and "later stage financing") and buy-outs and mezzanine financing in Germany. 3Q|Law advises entrepreneurs and companies wishing to use these forms of financing in the preparation, structuring, negotiation and implementation of the sales transaction in Germany.
On the other hand, 3Q|Law advises the prospective national as well as international buyers as well as the private equity investors in the preparatory structuring of the transaction, negotiation and implementation. Special attention is also paid to the organization and execution of due diligence reviews.
In the case of a management buy-out (MBO) or management buy-in, it is often the case that the company owner wants to sell his company or his stake in it, e.g. for reasons of age, mostly because there is no successor within the family. However, the prospective buyer then often lacks the equity capital required for the company purchase, which can be provided by a private equity investor.
Both in cases of the sale or purchase of a German company outside the family and in cases of succession within the family, it is regularly not just a matter of a purchase or transfer transaction that the parties involved could conclude simply and easily alongside their respective day-to-day business. Rather, a company as a living organism, which changes daily and whose value as well as opportunity and risk potential are determined by numerous influencing factors, is without doubt the most complex object of purchase and transfer. For this reason, the business field of Mergers & Acquisitions (M&A in Germany) has long been established, focusing specifically on this process of buying and selling companies and shareholdings in Germany.
Finally, succession in a company also regularly means change, not only for the selling entrepreneur, but also for the acquirer as well as the workforce, customers and suppliers.
However, change does not mean doing everything differently, but rather preserving proven structures and carefully developing them further. In individual cases, however, significant changes may also be necessary, especially if the entrepreneur willing to sell has been postponing necessary investments for some time in view of his retirement.
German inheritance law is of considerable importance for German entrepreneurial families in particular, especially with regard to the implications under German company law and tax law. For example, the company agreement must set the course for testamentary provisions. In addition, the company must be protected against claims to equalization of gains in the event of divorce and claims to a compulsory portion.
I advise both on the provisions of the company contract and on dispositions of property upon death that are coordinated with it, whether in the form of wills or in the form of inheritance contracts. Often a combination of marriage and inheritance contract is also suitable.
The German inheritance and income tax implications of asset and company succession should not be underestimated, which is why 3Q|Law considers close cooperation with the respective tax advisor to be indispensable and recommends it.
Finally, the preparation of health care proxies to safeguard the ability to act both at the level of the company and in the private sphere is also part of my consulting spectrum.
In addition to the acquisition/sale of companies and inheritance law, corporate law consulting is a core area of 3Q|Law's legal consulting activities in German law. The professional legal drafting of German partnership agreements usually involves a certain amount of effort, but this is more than justified by the importance of the issues to be regulated. For example, in the event of the death of a partner, divorce or termination, high compensation payments may have to be made, which can cause considerable liquidity problems for a company. Also, in the case of several shareholders, disputes often arise among the shareholders, which can lead to the inability to act and bitter disputes with numerous lawsuits in Germany. 3QLaw has already given legal advice to minority shareholders and majority shareholders in numerous shareholder disputes outside of court, has chaired shareholder meetings for clients, and has provided procedural support through all instances up to and including the Federal Supreme Court of Germany.
In the end, however, it is much better to address the various legal risks in the partnership agreement in order to be better equipped to deal with emergencies. Should disputes nevertheless arise among the shareholders, 3Q|Law will legally assist its clients in word and deed in order to work out out-of-court legal solutions if possible. If this is not possible, 3Q|Law will support you in effectively enforcing your rights with judicial assistance.
The optimal development of entrepreneurial activities in Germany also requires a suitable corporate structure. In addition to the German tax framework, this is also characterized by the optimization of liability and the flexibility of company agreements, right through to the raising of capital via the stock exchange. Particularly in German medium-sized companies, publicity and its avoidance sometimes also play a role.
In the case of the sale of a company in Germany, it is also often a matter of "making the bride pretty" in advance, which may require transformation processes (e.g. a spin-off or spin-off of the parts of the German company to be sold).
3Q|Law helps you to legally develop and implement the German corporate law structures that are suitable for your entrepreneurial plans. Here, too, close cooperation with the respective German tax advisor is essential. At the client's request, 3Q|Law will consult international and German tax advisors and auditors specializing in German reorganization tax law, who will work closely with the "house and home" tax advisor to develop and implement suitable legal and tax solutions.
In times when the "war for talent" is becoming increasingly important, i.e. the search for and retention of qualified employees in Germany, it makes perfect business sense to give employees a material and immaterial (!) stake in the company. There are a variety of options here, each of which must be tailored to the specifics of the company and the personnel structure.
Incidentally, the introduction of a German employee participation model can also make sense as a means of regulating corporate succession. In many cases, the implementation of the employee participation model also requires a prior restructuring of the structures under German company law.
Management acting in accordance with its duties always means taking advantage of opportunities for the company and, above all, not entering into incalculable contractual risks. If, contrary to the requirements of the "Business Judgement Rule" applied in German law, contracts are concluded on a handshake, as a mere order contract or on the basis of untested or outdated samples, this entails incalculable contractual risks and thus the risk of direct personal liability for the acting German managing directors, board members and supervisory board members in Germany. In order to avoid this, 3Q|Law uses the legal know-how gained in more than 24 years of professional experience, among others in international law firms as well as in scientific work, for the drafting of complex contracts, no matter whether it concerns a purchase agreement under German law for the acquisition or sale of companies in Germany, participations or German real estate or significant development contracts, supply contracts or service contracts.
Real estate is an integral part of the core assets of many entrepreneurial families as well as wealthy private clients. Here, too, it makes sense to create values in a targeted manner, to develop them further and to safeguard them against disruptive events in order to use the income to cover the well-deserved retirement and/or to gradually transfer real estate values to the next generation. Here the German legal advice of 3Q|Law helps with intelligent - often corporate - structures already at the time of acquisition, which allow a precise control of the asset base, the income as well as the voting rights. The many years of know-how also in the area of donations (if necessary against usufruct or housing rights), the drafting of wills as well as tax expertise round off the consulting services.
3Q|Law has many years of experience in litigation before both the Regional Courts in Hamburg and all over Germany and the Higher Regional Courts. In particular, the representation in Germany of entrepreneurs, shareholders and managing directors in shareholder disputes plays a central role. In order to avoid the shareholder dispute getting out of hand, it is particularly important to have negotiating skills and creative solutions in order to ideally avoid protracted legal disputes.
Disputes can also arise after the sale of a company has been completed, for example because the seller has given guarantees in an M&A Contract that subsequently turn out to be false. In the worst case, an accusation of fraudulent misrepresentation can arise, which can lead to damages or even to the reversal of the sale of the company, which is typically excluded in the SPA. 3Q|Law not only has decades of legal experience in the field of M&A as well as in negotiation, but also in litigation, so that we can also advise and accompany you professionally in court disputes as well as M&A arbitration proceedings.