Corporate

Fast is the new big.

We have long-standing experience in the handling of legal matters of particular significance and major importance to our clients.

When retaining corporate advice, our clients benefit from MAYRFELD‘s experience in the representation of companies of diverse sizes, from different market segments and in various stages of growth. The firm counsels small and medium-sized enterprises as well as multinational corporations in connection with their corporate matters in Germany, and our members have long-standing experience advising foreign investors in all legal matters when investing in or maintaining subsidiaries in Germany.

Legal advice is not an end in itself but rather serves to implement an entrepreneurial vision. This requires sound experience, a thorough knowledge of the industry, international expertise – and the right strategy.

Corporations

Counseling a company without understanding its business would be like traveling without destination.

We think that legal advice is not an end in itself but rather serves to implement an entrepreneurial vision.

Notwithstanding, a progressing corporate development requires to continuously reconsider and adjust given corporate and company structures. For example, when developing risk-entailing technologies, creating manageable corporate structures can serve to limit liability risks. IP-pooling can facilitate your affiliates’ access to corporate IP and can prevent an unintended drain of IP (e.g., through the sale or the liquidation of an affiliated company). Further, ensuring internal decision making processes and control procedures can be of decisive strategic relevance for the sustainable development of your enterprise.

MAYRFELD advises domestic and international clients in all corporate matters from incorporation to corporate governance, corporate housekeeping, as well as in corporate transactions such as

strategic investments and acquisitions or joint ventures, both national and cross-border
implementation of capitalization measures
general corporate matters
restructurings, liquidation, or consolidation of (affiliate) companies.

MAYRFELD does not limit its advice to providing standard solutions; rather, we aim at finding appropriate customized structures considering a client’s specific technologies, market segments, and distribution channels – because counseling a company without understanding its business would be like traveling without destination.

Representative corporate transactions handled by members of the firm, for example, include the representation of

a NASDAQ-listed North American mobile telecommunication company in connection with the establishment of a 350 FTE research and development unit in Germany
the German subsidiary of a Fortune 500 company in connection with the acquisition of a research and development unit with operations in Germany and Asia
a German biotech company in connection with the conclusion of an operating agreement on the operation of a clean room
representation of major U.S. cruise line in connection with the re-structuring of group companies in Germany, Austria, and Switzerland
various foreign investors in connection with the establishment of, and advice to, their German subsidiaries.

Joint Ventures & M&A

More Impact. More Personal. More Value.

Joint Venture and M&A advice is often viewed as the domain of large international law firms. We do believe, however, that the technology sector offers opportunities for clients to benefit from the advice of an industry-focussed boutique firm as an alternative to Big Law.

Joint Ventures: Tying a corporate ribbon around your technological endeavors.

When developing innovative technologies it is often inevitable to enter into co-operations. Joint Ventures offer a possibility to define a corporate framework for a professional co-operation. A technology joint venture’s success essentially depends on the advisor’s technological comprehension, on choosing the right joint venture partner, a thorough structuring of the parties’ joint ventures in advance, and its diligent legal implementation.

Joint Ventures not only offer opportunities for joint research & development or a joint market entry in various regions, they can also prove valuable for protecting corporate Know-How when manufacturing abroad.

We have profound expertise in the structuring of technology joint ventures – in particular with foreign co-operation partners. We advise on the diligent structuring of a joint venture – prior to and during negotiations – an in the legal implementation of this structure. We co-operate with first class local counsel in the prevalent industry nations on the optimal interconnection of foreign corporate structures with your domestic organization.

Corporate acquisitions can be once-in-a-lifetime transactions or routine commodity acquisitions for corporate expansion, however, none is ever the same.

In the area of M&A we focus on the medium-sized market segment and concentrate on the representation of potential sellers. Notwithstanding the complexities of “front-loaded two tier offers” or complex finance mechanisms, the medium-sized segment still knows sales prospectives that have had only little to no prior exposure to M&A transactions. For this reason, we believe that providing advice in M&A transactions in the mid-sized sector cannot be limited to the common processes in an M&A transaction but rather requires an intensive interaction with the client.

We assist in the structuring of the envisaged sale of your company and if required will arrange for M&A advisors and tax counsel specialized in the technology industry to ensure a competent and perfectly matched deal team. We represent our clients in the structuring and negotiation of the deal documentation from NDA, LOI, Term Sheet to the purchase agreement and other necessary ancillary agreements. We assist in preparatory risk-assessments e.g., through a vendor due-diligence and provide support setting up a data room.

It is important for us to put our clients in a position to make an educated decision at any point during the transaction process. Given our members’ prior involvement in international law firms, they provide long-standing expertise with the various processes and dynamics of M&A transactions. We are in a position to evaluate and respond to these processes and dynamics within the capabilities of a mid-sized company or entrepreneur.

Representative corporate transactions handled by members of the firm include, for example, the representation of

a Fortune 500 electronics company in connection with the acquisition of an R&D unit located in China for the development of CD-technology
a German diagnostics company in the financing and structuring of a joint venture in Hong Kong and China on the manufacturing and distribution of diagnostic products
a Taiwanese multinational enterprise in a joint venture in Taiwan in the electronics industry with a German R&D unit
a German diagnostics company in an M&A transaction with a foreign investor
a UK media company in a joint venture with a German market-leader in the area of media controlling.
a UK media company in the establishment of a joint venture with a leading German tour operator
an S&P 500 company active in the aerospace business in connection with the acquisition of the aerospace business of a leading German technology supplier company or
a Fortune 500 electronics company in the acquistion of the speech-recognition business of a leading German car manufacturer

Intercompany Relationships

Keeping up with the family.

Your affiliates are part of your corporate family. They share and contribute to your network and have a mission – and sometimes their individual ideas. We help balancing the interests.

As soon as two affiliates are exchanging services it is important to structure them and to place them in a contractual framework. This is applicable, in particular, in the exchange of services between foreign subsidiaries and domestic affiliates. Specifically cross-border scenarios require consideration of diverse compliance requirements in the relevant jurisdictions. For example, the introduction of a cross-border company-internal IT-network does not only raise issues of intercompany remuneration but also issues of data protection and even employment issues.

We have long-standing expertise advising foreign investors in the structuring of their intercompany relationships, and their implementation pursuant to German law, whether related to the exchange of intercompany services, licensing, supply of raw materials or the establishment of corporate policies and instructions, such as the

structuring of intercompany services
structuring of intercompany and international sales divisions
structuring of intercompany IP pooling systems

Representative inter-company projects handled by members of the firm include:

establishment of major R&D department in Germany for North-American manufacturer of mobile telecommunication devices
structuring of inter-company manufacturing, storage, and distribution agreements for German electronics company
Structuring of Intercompany Sales Agreements for a NYSE-listed specialty metals manufacturer
structuring of intercompany sales, marketing, and technical services agreements for a NASDAQ-listed technology company

Employees

To win in the marketplace you must first win in the workplace.

Employers and employees live in symbiosis.

Corporate advice for companies cannot factor out advice in employment issues. In particular technology companies entrust their employees with sensitive activities, requiring a thorough structuring of the rights and obligations in an employment relationship.

Providing advice in employment matters for us forms an integral part of corporate counseling since each company‘s team grows on the corporate roots that are decisive for a company‘s success.

We provide advice on different employment scenarios – focused on the technology sector. For example, we are counseling companies in connection with

the structuring and arrangement of employment relationships for specific functions (e.g., R&D, sales, support, administration, management)
the introduction of specific working-time models (e. g. part time, parental leave or shift work)
the structuring of employment relationships with employees with specific areas of responsibility (e. g., responsible persons, qualified persons, or production managers pursuant to the German Pharmaceutical Act, responsible persons according to the Medical Device Regulation, or safety officers).

In particular, we have long-standing expertise advising foreign investors in the structuring of the employment relationships for their German subsidiaries. Another area of advice is the respsentation of employers with critical employment relationships.

Partners of the firm have acted as lead counsel for

a NASDAQ-listed manufacturer of mobile telecommunication devices in the structuring of its German employment relationships for various departments (such as R&D, sales and support)
a NYSE-listed ocean carrier in connection with the introduction of a corporate parental leave model
a NASDAQ-listed telecommunications company on the introduction of a company-internal employee-invention scheme
a North American enterprise on issues related to international secondments, health and safety at the workplace, and the introduction of a employee invention scheme in their German subsidiaries
a NASDAQ-listed company on German law issues related to executive compensation and stock options granted by its U.S. parent company.

Data Protection & Compliance

Decide with confidence.

We help you comply – since resistance can be futile.

Compliance helps an organization to reliably achieve objectives, addresses uncertainty and to act with integrity. At an organizational level, compliance is achieved through management processes which identify the applicable requirements (defined for example in laws, regulations, contracts, strategies and policies), assess the state of compliance, assess the risks and potential costs of non-compliance against the projected expenses to achieve compliance, and hence prioritize and initiate any corrective actions deemed necessary.

Compliance requirements are covering nearly every aspect of corporate or business life with the data protection regimes being one of its most prominent representatives. The implementation of compliance measures tend to get put on the back burner since they often produce costs. In cross-border scenarios businesses tend to overlook that different jurisdictions provide for different compliance requirements. Apart from the obvious fact that you obviously do not want to break the law when conducting your business, investment in compliance and legal advice creates a decisive advantage: it allows you to decide with confidence.

In data protection and privacy matters we have long-standing experience when providing advice

in issues of employee data protection, processing of employee data, and the cross-border transfer of employee data
on compliance issues in connection with employee background checks and whistle blower systems
on data protection issues related to U.S. procedural requirements such as litigation hold or discovery proceedings
on data protection issues in connection with (online) marketing and promotion
on the application of standard data protection clauses and Binding Corporate Rules in cross-border transfers of personal data.

Representative projects handled by members of the firm include, for example, the representation of

a UK biotech company on data protection issues in connection with employee background checks

a North American mobile telecommunications company on data protection matters related to discovery and litigation hold issues in connection with legal proceedings in the U.S.A.

a NASDAQ-listed company in issues of employee data protection

domestic and international clients in connection with data protection issues related to (online) marketing and promotion

a leading pharmaceutical company on establishment of Binding Corporate Rules for cross-border transfer of personal data among international research units

a German financial institution on data protection matters in connection with establishment of web-based platform for foreclosure sales or

a NASDAQ-listed North American telecommunications company in connection with issues on the protection of telecommunication data.

Corporate

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