Doing Business

Due to our international experience, our clients gladly involve us in corporate and commercial law issues of a cross-border nature. Be it the engagement of a sales agent, the foundation of a subsidiary or foreign branch office or the purchase of a company or parts of a company abroad. We mainly represent owner-managed small and medium-sized companies (SMEs) and are therefore familiar with the fast decision-making processes that are typical for these companies and can react accordingly.

In the local market, we accompany our clients from the first steps towards independence and self-employment and collaborate with them in a close and faithful manner in all areas of business law. Through this intensive and long-term cooperation, we know our clients’ business quite well and are therefore able to give them the best advice possible and the support they really need.

Sales and distribution

Would you like to enter a new market and test the market potential of your products outside your domestic market? Is it important to you to use the existing market knowledge of experienced sellers, their knowledge about country-specific characteristics and their network? Are you looking for a sales representative or sales distributor?

We are pleased to provide advisory support in negotiating contractual conditions with a sales representative or distributor, draft agent contracts, give you an overview on the rights and obligations of sales representatives and distributors and advise you, if you and your sales representative or distributor go separate ways.

We also help to protect your intellectual property, know-how and your data, in particular customer data, even against possible infringements by your sales representative or distributor.

21.08.2017

   The risk of using WhatsApp for business     

Employees, who have been provided with a business cell phone, as well as employers, who provide business cell phones to their employees, should make sure that the application WhatsApp isn´t installed on the cell phone or secure otherwise that the WhatsApp provider cannot collect information from the address book of the cell phone and process them.

The Bad Hersfeld district court has ruled in a custody battle that the parents of a child under age must present declarations of agreement from all contacts listed in the child’s cell phone’s address book that the contacts agree to a disclosure of their contact information to the WhatsApp’s provider. According to the court’s opinion, the minor child as well as its caretaking parents are potentially liable for damages, if the declaration of agreement cannot be presented to the court.

The interesting part of the judgment is that the court stated that in particular insurance brokers or consultants, lawyers, bank clerks, teachers and other people, who typically deal with personal data from customers and record their clients, customers or pupil’s contact details in the address book on their cell phones, in which the application WhatsApp is installed or will be installed at a later date, may be liable for damages, provided the respective person did not agree to a disclosure and transmission of their data to WhatsApp.

With regard to the aforementioned professional groups, the topic is even more explosive since a commercial use of the data has to be assumed. Such commercial use without the appropriate consent of the respective person and the transfer of the data to third parties can be punished with a fine in accordance with the German Federal Data Protection Act (Bundesdatenschutzgesetz – BDSG). In addition to the risk of a fine, both the WhatsApp user and in case of a business cell phone the employer are exposed to potential cease and desist as well as damage claims.

(Read more…)

Expansion

Do you already have first experiences in a new market and would like to increase your market share? Would you like to establish a permanent representation in a newly developed market? Do you want to establish a foreign subsidiary or a foreign branch office?

We advise you on the corporate forms available and help you choose the correct company structure for your purposes, taking into account fiscal implications, and preparing the documentation for the foundation of your company. If necessary, we liaise with the notary public and coordinate the notary appointment for setting up your company.

We draft director’s employment contracts, while also looking into the fiscal leeway provided under the double taxation treaty for double-employment in the holding company and the subsidiary. If you need advice on matters of social insurance or tax issues arising out of multiple employment in different countries, we are ready to assist.

M&A

Your success is our business!

Do you want to acquire an existing brand or an established business? Would you like to take over an already existing sales structure, expand your range of products, acquire a foreign production facility or market know-how? Are you simply looking for a way to avoid the costs and the effort involved during a start-up period for a new company? Or do you want to take over a disliked competitor?

In this case, the purchase of a company or part of a company (M&A – mergers and acquisition) is the right approach for you. We are happy to assist you in this! The core of any successful M&A transaction is to understand the reason for the purchase and the goals you want to achieve by the transaction. This is essential to set the right priorities in the transaction and in the negotiations. We focus on the issues that are important to you so that the transaction can be carried out in a manageable timeframe and within the budgeted costs.

Our typical activities in an M&A transaction include:

  • performance of a case-oriented legal and tax due diligence and preparation of a comprehensible, meaningful and clearly arranged due diligence report, flagging the key risks;
  • cooperation and open exchange on the results of the due diligence and possible solutions to risks discovered with your legal department and/or your other consultants and advisors;
  • compile the ideal transaction structure for you;
  • take over negotiations acc. to your requirements and with the previously determined objectives firmly in sight;
  • prepare all necessary transaction contracts and documentation and ensure that those reflect the objects determined and the results of the negotiation process;
  • advise on and assist with issues arising post-transaction.
25.10.2015

Sale of customer data as hidden risk in M&A transactions

In the process of a sale or a purchase of a company or parts of a company, both sides have to act most diligently in various fields in order to avoid conflicts, both between the parties and with third parties after a successful transfer of the company or parts of the company. In addition to the main focus areas in each acquisition however, previously neglected or perceived side issues become more and more important, among others the data protection regulations.

In an acquisition of a company, which was not carried out as a share deal but as an asset deal, only single valuable company assets were transferred to the purchaser, among others also the customer data. The customer data sold did not only contain the name and postal address of the customer, but – as usual by now – the far more valuable customer information like email addresses. The Bayrische Landesamt für Datenschutzaufsicht (Bavarian State Office for Data Protection) has fined both, the seller and the purchaser with a five digit fine. While it was certainly not a coincidence that this press release has been given out by the Bayrische Landesamt für Datenschutzaufsicht, however their explanations and arguments are nevertheless essential also for other mergers and acquisitions regardless of the company’s location and the respective authorities.

From a data protection point of view it makes a big difference, whether a company is sold in form of a share- or an asset deal. In the case of a share deal, the company itself does not change for the customer; only the ownership of the company is transferred. However in the case of an asset deal, certain assets are removed from the initial company and sold to a new and for the customer unknown company and incorporated there. Accordingly a transfer of customer data is possible without any problems in case of a share deal (always assuming that the data was legally obtained and stored by the company), whereas in case of an asset deal the parties have to act with greater diligence.

(Read more…)

Managing director

Are you a hired, external managing director in a company? Do you represent your company’s interests on a daily basis, but you also consider yourself exposed to increasing legal obligations and liability risks that must be brought in line with the company’s as well as the holding’s objectives?

The legal pitfalls quickly slip out of focus in the demands that accompany the management of a company on a daily basis. For this reason, questions on internal and external liability of directors combined with possible labor-law related consequences will arise frequently. We are ready to offer advice and help you to keep track of the legal obligations and support you in the balancing act between your own interests, the interests of your company and the interests of the holding.

Particularly in times of a company crisis, it is important for the managing director to be on the safe side from a legal point of view. We advise you on insolvency law issues and point out the duties of the management in a crisis situation.

More recently, insolvency administrators have increasingly come to sue managing directors for reimbursement of bonuses received after an insolvency had occurred. As one of our core specializations is in the area of restructuring and insolvency, we are able to argue with the insolvency administrator at eye level and have successfully defended our clients in a number of preference actions commenced by insolvency administrators.   

We provide counselling in the drafting process and in conclusion of a management contract, on questions on social security and income tax, in particular with regard to cross-border and multiple employment within a group of companies and represent you in disputes and litigations with the company, the shareholders or your co-managers.

Labor law issues

Finding qualified and reliable employees is already difficult enough, without worrying about the formal requirements of the employment. If you have found the right person for the job, we will take over and

 

– draft the required employment contract for a flat rate;

– discuss your possibilities for salary structure, among others bonuses for executive and key employees and advise on social insurance and tax issues in cross-border and multiple employment situations;

– advise you on secondment of employees within the EU and explain the social insurance and tax implications for the seconded person;

 

To separate from an employee is always a difficult situation for both sides, which requires a lot of tact, regardless of the reasons for parting way. Discretion and sensitivity determine our work in this area.

We provide you with practical and comprehensible guidelines, which contain everything you need to dismiss your employee and, if necessary, to conclude a subsequent severance agreement. From calculating the dismissal period to advising on applicable dismissal restrictions to the calculation and tax assessment of the severance payment, we guide you through the process.

Naturally we also provide you with letters of dismissal and drafts of severance agreements, assist you in the negotiation process with your employee and accompany the separation from your employee to the end.

Debt management and recovery

Do you have a lot of claims with a claim amount below 1.000 €? Does your company have claims against numerous customers all over the EU? In this case, our debt management and debt recovery is the right solution for you.

We will prepare and send out formal collection letters to your customers, not only in Germany but EU-wide in an automated and cost-effective manner. The collection letters are either drawn up in the language of the country your customer is located or in the language used by you and your customer in the process of the business. Your advantage is that you receive a debt management from a single source and do not have to deal with a different contact person or law firm in each country.

Due to our pan-European network, we can manage your debt recovery process throughout Europe also in court, should an out-of-court settlement fail.

Tax structure

We provide preparation of tax declarations for companies, be it income or corporate tax, trade tax or VAT. We also consult in the planning and tax structuring of company foundations as well as in tax-related matters for other national and international projects, i.e. secondment of employees under work contracts.

In addition, we represent companies and their management (i.e. director’s being held liable for the company’s tax obligations) against financial authorities and in appeal proceedings (opposition proceedings as well as fiscal court proceedings).

Areas of Expertise

Litigation, in particular representation of domestic and foreign clients in corporate litigation, commercial disputes and enforcement of foreign judgments;
Debt collection with special focus on cross-border debt collection within the European Union;
Tax law, in particular advising in respect of international company taxation of German investments abroad and foreign investments in Germany;
Corporate counseling, legal counseling in mergers and acquisition or incorporation of companies including labour law related aspects

LanguagesGerman, Polish, English

 

View more

 

 

Office Berlin

Tel: +49 30 5557 3473

Email: DWypior@blpa.law