Complex Challenges.
Focused Expertise.

We advise all stakeholders – at every level, at every stage and on both sides of the transaction process: investors, private equity funds, management and portfolio companies, as well as strategic entrepreneurs and companies. This gives us a deep understanding of the market, its economic drivers and its risk appetite.

We have many years of experience and a comprehensive track record in advising strategic and institutional investors.

We develop innovative, tailor-made transaction structures for both buyers and sellers. We provide support for direct investments, co-investments, joint ventures, management participation programmes, recapitalisations and refinancing.

We prepare and negotiate transaction documentation, conduct due diligence reviews and advise on warranty and indemnity insurance and regulatory requirements.

Early-stage investments require finesse – balancing the investor’s risk profile with the founders’ need to maintain control and economic interests.

We understand these dynamics and support both sides – investors, companies and founders – with experience and pragmatism.

We advise start-ups on structuring, formation, financing and restructuring as they develop. We also support investors with legal analysis (due diligence) and the pragmatic implementation of their investments.

We advise management teams and investors on structuring and implementing management participation.

Our focus is on legally compliant, tax- and economically optimised participation models – from ESOP/VSOP structures and sweet equity to co-investments and roll-over structures in the context of private equity transactions. We accompany the entire process from conception and contract drafting to successful implementation.

We regularly advise registered fund managers (AIFMs) on the launch of limited regulated special AIFs. Our services include the development of the fund structure and the preparation of the complete fund documentation – including the fund agreement (LPA), the AIFM agreement between the capital management company (KVG) and the fund, and all subscription documents.

Tax structuring is handled by a partner law firm specializing in this area, which also provides ongoing tax support. This means that our clients receive their entire fund structure from a single source.

In addition, we support our clients in onboarding investors and conducting KYC and AML checks. To this end, we maintain close cooperation with providers of digital solutions in order to make the onboarding process as efficient as possible.

In addition to regulated fund structures, we also advise our clients on the development and implementation of alternative models for capital pooling – in particular in the form of industrial holding structures, co-investment vehicles, and investment clubs.

We advise listed and private companies on the preparation and implementation of general meetings and shareholders’ meetings, as well as on all matters relating to management boards, executive boards, supervisory boards, and administrative boards (corporate governance).

We support capital measures and shape corporate structures through demergers, spin-offs, national and international mergers, and changes of legal form – for example, into a European Company (SE) or a partnership limited by shares (KGaA).

For us, corporate law advice means more than just complying with legal requirements. There is considerable scope for creativity within the legal limits. We help our clients to implement their strategic plans in a legally compliant manner. Forward-looking, informed action avoids liability risks for executive boards, managing directors, and corporate bodies. Knowledge of the (limits of the) business judgment rule is often the key to this.

We provide ongoing support within the framework of established client relationships or on an ad hoc basis for important decisions in the life of a company. Since most companies operate internationally, we also advise on cross-border issues. Our long-standing contacts in all major jurisdictions and our familiarity with international standards enable us to coordinate projects across different countries – efficiently and with minimal burden on our clients.

We advise on public takeovers and subsequent structural measures, such as control and profit transfer agreements, squeeze-outs, and delistings. We also advise listed companies on compliance with capital market law obligations, including ad hoc announcements, deferral decisions, insider trading law, and directors’ dealings.

With the framework for fines having been tightened in recent years, compliance with these obligations is crucial. While compliance on the capital market must be a matter of course, violations can entail considerable risks. We guide our clients safely through the “reporting jungle.”

In the context of public takeovers, complex structural issues arise – depending on the perspective and interests of the parties involved. Before an offer is made public, the focus is often on the bidder’s structure and strategy or on the target company’s defense considerations. Once the takeover intention has been announced, the focus shifts to the target company and its shareholders’ options for response and decision-making.

We have extensive experience in public takeover processes involving international parties and provide fast, precise legal advice that provides guidance at crucial moments.

We draw on our broad industry experience in this area. We draft and negotiate purchase, supply, work, service, and framework agreements as well as general terms and conditions. In distribution chains, we advise on commercial agency, authorized dealer, and franchise systems. Internationally, we support our clients in the legal structuring of their supply chains.

We also advise and represent clients in all commercial and economic law disputes – for example, along the supply chain, in development cooperations, and joint ventures. In cross-border cases, we work closely with renowned foreign law firms from our network. Securing claims (interim legal protection, seizure, security for costs), litigation and arbitration, as well as efficient settlements are also part of our expertise.

We analyze insolvency cases, ensure compliance with corporate governance obligations, and structure operational and financial solutions – such as covenant resets, term or interest rate adjustments, waivers, subordination agreements, or debt-to-equity swaps.

In addition, we support stakeholder alignments as well as distressed M&A and carve-out processes. We structure and negotiate restructuring financing and advise on the establishment of trust and collateral structures.

We also consistently represent our clients in restructuring and insolvency disputes, such as those involving directors’ and officers’ liability, insolvency challenges, supply chain conflicts, or financing and collateral disputes. In cross-border cases (EuInsVO, COMI, recognition/enforcement), we work closely with renowned partner law firms from our international network.

Martius provides comprehensive advice on corporate law disputes. One focus is on cases involving directors’ and officers’ liability. We represent companies, board members, and D&O insurers and have particular experience in conducting internal investigations.

We also represent companies, shareholders, and stockholders in enforcing and defending their rights – for example, in actions for rescission and annulment, disclosure and award proceedings, and special audits.

Another focus is on advising in contentious shareholder constellations, for example in the redemption of shares or the enforcement of information and profit distribution rights.

We have many years of experience in enforcing and defending claims in connection with corporate transactions. These include disputes over breaches of warranty, pre-contractual disclosure obligations, indemnification claims, and purchase price adjustments. Our experience in transaction advisory flows directly into our litigation practice.

Another focus of our litigation practice is capital market law disputes. We represent clients in defending claims for damages due to incorrect capital market information and enforce claims in connection with public takeovers – such as claims for additional payments under the minimum price regulations of the German Securities Acquisition and Takeover Act (WpÜG).

We also advise companies on investigations by the German Federal Financial Supervisory Authority (BaFin) in connection with possible violations of capital market law obligations.

Complex commercial disputes are often decided in arbitration proceedings. We represent our clients comprehensively – from strategic preparation and the selection of arbitrators to the taking of evidence and the enforcement of the arbitral award.