Niclas von Woedtke

Lock-up for shares in a diverse cap table Each “classical” company or #startup with more than two shareholders uses a clause on the non-transferability of shares: the shares may only be transferred to a third party if the other shareholders approve it. The traditional German legal language refers to the Latin word “Vinkulierung”. In the modern world, we simply say “Founder’s Lock Up”. No matter how you call it, the principle is essential for #venturecapital and the start-up's governance. Together with Julia Spiegel, we analysed in juris GmbH a decision of the Higher Court of Hamm on a circumvention case for the non-transferability. Via several corporate restructurings, a shareholder envisaged to bypass the articles' lock up clause. The Higher Court of Hamm hold that the specific corporate restructurings circumvent the agreed lock-up language while narrowly analysing the shareholders’ agreement legal wording. For our practice, we tweaked our standard wording in light of the court’s ruling and focus on robust lock-up provisions. Building a great cap table relies on trust and longtime partnership. From Rome to the Bay area… #corporatelaw #lockup #startups #venturecapital #corporategovernance

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Eye-opening conversation about the IPO process in today’s market. Thanks for the opportunity, Matthew Johns, MBA!

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In the complex landscape of M&A transactions, the German legal system brings specific (formal) elements that practitioners may not encounter in other jurisdictions. Our M&A practice frequently advises on complex inbound M&A transactions, taking into account the particularities of German law. The unique legal aspects of these transactions often require comprehensive negotiations and detailed preparatory work prior to the closing of a transaction. The newest blog post from our M&A specialist Dr. Philipp Schultes, takes a closer look at three selected topics that frequently arise in connection with inbound transactions: https://lnkd.in/dEFVddeu #ZIRNGIBLrechtsanwälte #ZLnews #MergersAndAcquisitions #Gesellschaftsrecht

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One question I frequently get asked is about the differences between working in a major German law firm versus an in-house position, along with the advantages of an in-house role. There are many aspects to this, but here is one I was reminded of recently: Saturday, at the Woodstock der Blasmusik in Austria, while watching Swiss PowerBrass perform, I noticed a yellow Cetebe branded umbrella in the crowd (spot it dancing in the video below). Did I notice it because of it being an umbrella used for sun-protection on this extremely hot day? No, there were quite a few umbrellas being scattered throughout the crowd. I noticed it because of the #Cetebe branding. My immediate thought was: cool - that’s one of our brands! My team and I are working together with our colleagues to protect and further build this brand! Seeing our brand out in the world, embraced by consumers, evokes a sense of connection and ownership. This connects with what we are referring to as our #OneSTADA and #Entrepreneurship values. As an in-house counsel, I have the opportunity to support a brand, product, or service long-term, engaging with various aspects of it and fostering a deep sense of ownership not just in my service and contributions but in the overall final product and brand. This differs from the more fleeting involvement an external advisor experiences with the large number of clients and their products, which the external advisor gets in touch with at one point or another. Moments like the one at the music festival highlight the impact of the brand and product on consumers - and thereby of our contribution as in-house counsel to it. While external counsels rightfully take pride in their work and their brand (just as in-house counsels), the unique connection and feeling of ownership in brands and products reaching the consumer that comes with in-house roles offer a distinct perspective. Surprise moments like at the music festival serve as great reminders of the significance of the products we support and the value we bring. And this is the aspect of in-house roles I wanted to point out today. PS: I have no clue who was dancing with the umbrella - was it a colleague, a happy consumer, or just someone who scored the umbrella as a give-away in the past? Your idea is as good as mine - or was it you?

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❗️𝗜𝗺𝗽𝗼𝗿𝘁𝗮𝗻𝘁 𝗗𝗲𝗰𝗶𝘀𝗶𝗼𝗻 𝗯𝘆 𝘁𝗵𝗲 𝗨𝗻𝗶𝗳𝗶𝗲𝗱 𝗣𝗮𝘁𝗲𝗻𝘁 𝗖𝗼𝘂𝗿𝘁 𝗼𝗻 𝗙𝗥𝗔𝗡𝗗 𝗡𝗲𝗴𝗼𝘁𝗶𝗮𝘁𝗶𝗼𝗻 𝗣𝗿𝗮𝗰𝘁𝗶𝗰𝗲𝘀 ❗️ 𝙏𝙝𝙚 𝙘𝙤𝙪𝙧𝙩 𝙧𝙪𝙡𝙚𝙙 𝙩𝙝𝙖𝙩 𝙊𝙋𝙋𝙊 𝙞𝙣𝙛𝙧𝙞𝙣𝙜𝙚𝙙 𝙋𝙖𝙣𝙖𝙨𝙤𝙣𝙞𝙘'𝙨 𝙨𝙩𝙖𝙣𝙙𝙖𝙧𝙙-𝙚𝙨𝙨𝙚𝙣𝙩𝙞𝙖𝙡 𝙥𝙖𝙩𝙚𝙣𝙩 (𝙎𝙀𝙋) 𝙧𝙚𝙡𝙖𝙩𝙚𝙙 𝙩𝙤 4𝙂 𝙩𝙚𝙘𝙝𝙣𝙤𝙡𝙤𝙜𝙞𝙚𝙨. 𝙊𝙋𝙋𝙊'𝙨 𝙁𝙍𝘼𝙉𝘿 𝙙𝙚𝙛𝙚𝙣𝙨𝙚 𝙬𝙖𝙨 𝙙𝙞𝙨𝙢𝙞𝙨𝙨𝙚𝙙 𝙗𝙚𝙘𝙖𝙪𝙨𝙚 𝙩𝙝𝙚 𝙘𝙤𝙪𝙧𝙩 𝙛𝙤𝙪𝙣𝙙 𝙩𝙝𝙖𝙩 𝙊𝙋𝙋𝙊 𝙝𝙖𝙙 𝙣𝙤𝙩 𝙨𝙝𝙤𝙬𝙣 𝙨𝙪𝙛𝙛𝙞𝙘𝙞𝙚𝙣𝙩 𝙬𝙞𝙡𝙡𝙞𝙣𝙜𝙣𝙚𝙨𝙨 𝙩𝙤 𝙚𝙣𝙩𝙚𝙧 𝙞𝙣𝙩𝙤 𝙖 𝙡𝙞𝙘𝙚𝙣𝙨𝙚 𝙖𝙜𝙧𝙚𝙚𝙢𝙚𝙣𝙩 𝙤𝙣 𝙁𝙍𝘼𝙉𝘿 𝙩𝙚𝙧𝙢𝙨. Yesterday, the Unified Patent Court (UPC) LD Mannheim issued its first FRAND decision. This landmark ruling emphasizes inter alia the critical role of companies benefiting from standardized technologies to actively and productively engage in licensing negotiations. The decision underscores the responsibility of licensees to participate earnestly and in good faith in these negotiations. It strengthens the enforceability of SEPs and promotes fair, transparent licensing practices. Successful FRAND negotiations require both patent holders and licensees to take their roles and responsibilities seriously. 𝗜𝗺𝗽𝗹𝗶𝗰𝗮𝘁𝗶𝗼𝗻𝘀 𝗳𝗼𝗿 𝗢𝘁𝗵𝗲𝗿 𝗖𝗼𝗺𝗽𝗮𝗻𝗶𝗲𝘀: This decision could have far-reaching consequences for companies using standardized technologies. They must engage proactively and in good faith in FRAND negotiations to avoid legal conflicts and secure fair licensing terms. 🤔 𝙒𝙝𝙖𝙩 𝙖𝙧𝙚 𝙮𝙤𝙪𝙧 𝙩𝙝𝙤𝙪𝙜𝙝𝙩𝙨 𝙤𝙣 𝙝𝙤𝙬 𝙩𝙝𝙞𝙨 𝙙𝙚𝙘𝙞𝙨𝙞𝙤𝙣 𝙬𝙞𝙡𝙡 𝙞𝙢𝙥𝙖𝙘𝙩 𝙛𝙪𝙩𝙪𝙧𝙚 𝙡𝙞𝙘𝙚𝙣𝙨𝙞𝙣𝙜 𝙣𝙚𝙜𝙤𝙩𝙞𝙖𝙩𝙞𝙤𝙣𝙨? #Patent #UPC #FRAND #Licensing #Negotiation Panasonic OPPO

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We are excited to announce that the Inaugural edition of Best Law Firms - Germany is now available online and in the print edition of Handelsblatt, Germany's leading business and financial news source. These rankings feature over 1,000 firms across 12 geographic groupings within Germany. This number represents the top 2% of German law firms. Additionally, 18 firms have been awarded the title of "Law Firm of the Year," which is given to the firm with the highest overall performance in a national practice area. The 2024 edition of Best Law Firms - Germany highlights the significance of practice areas like Corporate Law, Mergers and Acquisitions Law, and Labor and Employment Law. These areas of law reflect the country's focus on business operations, transactions and the management of its workforce. Congratulations to every firm listed! Learn more about these rankings below. #BestLawFirmsGermany #GermanLaw

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The inaugural edition of Best Law Firms - Germany is now available! These rankings are available online or in print with Germany's leading financial and business news source, Handelsblatt. Click below for more information about these historic rankings! #BestLawFirms #BestLawyers

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We are pleased to announce that our " Intellectual property, media and information technology" team has been awarded twice in the current ranking 2024 of Leaders League. We are delighted about this ranking and would like to thank all our clients and business partners for their excellent and personal recommendations for avocado rechtsanwälte. #avocadolaw #ranking #leadersleague #dataprotection #GDPR #it #itlaw #datenschutz #DSGVO #it #itrecht #informationstechnologie

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Check out the first part of our whitepaper-series about 𝐂𝐨𝐫𝐩𝐨𝐫𝐚𝐭𝐞 𝐕𝐞𝐧𝐭𝐮𝐫𝐞 𝐒𝐭𝐮𝐝𝐢𝐨𝐬 In this whitepaper (and the ones which will be posted subsequently the following weeks) my colleagues Lukas Meusburger and Manuel Hörl elaborate together with Thomas Schubert and Michael Graf from Dentons the advantages and pitfalls of corporate venture studios. Must-read for all corporate innovators who are looking for a efficient vehicle for new business growth!

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Among the 20 new rankings released yesterday for Germany, our editors covered the Best Law Firms in the country for M&A (Large-Cap) as well as teh Best Law Firms for M&A (Mid-Cap). See the full rankings below: M&A (Large-Cap) - https://lnkd.in/dgekp4bY M&A (Mid-Cap) - https://lnkd.in/dm-KHriy Among #LawFirms ranked for Large-Cap are: Freshfields, Hengeler Mueller, Linklaters, Gleiss Lutz, Sullivan & Cromwell LLP, Noerr, Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates, HEUKING, Morrison Foerster, Ashurst, Dentons, Oppenhoff, and more. As for Mid-Cap, some of the firms highlighted this year were: Clifford Chance, Latham & Watkins, A&O Shearman, Baker McKenzie, SZA Schilling, Zutt & Anschütz, ADVANT Beiten, Flick Gocke Schaumburg, Kirkland & Ellis, Renzenbrink & Partner, among others. #rankings #germany #corporatelaw #mergersandacquisitions #legal #lawyers

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Last week, our partner Robert Straubmeier shared expert insights on 'Manager Liability in Insolvency' at a lecture hosted by the Deutsches Anwaltsinstitut e. V..   Robert delved into the legal requirements of the key liability provisions that managers can face in insolvency scenarios, took a deep dive into the best litigation tactics from his years of experience - both from the perspective of a plaintiff insolvency administrator and a sued manager -, and highlighted how to deal with D&O insurance in a variety of constellations. Participants from diverse backgrounds (insolvency administrators, lawyers and in-house counsel) engaged in fruitful discussions.   Thanks to the Deutsches Anwaltsinstitut e. V. for organizing, and to all attendees for their interest and input.   Missed the lecture? Catch it again on December 6, 2024. Register here: https://lnkd.in/dPJ48EdH #insolvencylaw #insolvencylitigation #litigation #Knowhow #Insolvenzrecht #managerhaftung #WUM  

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In our latest episode, Stefan Schiefer, CEO of Genesis Cloud, and Hogan Lovells host Leo von Gerlach delve into the intricate dynamics of cloud computing for AI applications, explore how advancements in GPU technology drive the evolution of cloud services for AI applications, and envision the transformative potential and societal impacts of these innovations. Listen here: https://shorturl.at/aciAV

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Delighted to be included in the German Top 50 lawyers for FDI control published by JUVE Verlag. Foreign Direct Investment screening has been on the rise for years and has established itself as a strong second pillar of regulatory deal review. And the best/worst is yet to come with the EU's next Screening Regulation. #wilmerhale #fdi #juve

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🚀 Great audience at the 16th Expert Session at TUM Venture Labs today! Many thanks for the great discussions on AI and health data! And many thanks to Josef Braun for the great organization and to my superbe co-speakers Dr. Tim Schwarz and Phillip Heske! 🚀 #TUMVentureLabs #AIAct #LifeSciences #TaylorWessing

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In Austria, economic challenges confronting businesses keep lawyers busy, according to Fellner Wratzfeld & Partner Partner Florian Kranebitter. Financial difficulties, compounded by post-COVID-19 financial strains and challenges in the supply chain are at the top of the agenda alongside a drive to nurture startups and an increasing emphasis on sustainability. The interview: https://lnkd.in/d68eM4pB #CEE #CEELegalMatters #Austria

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🏆 Top 10 Most-Viewed Law Firm Profiles on Jus Connect: September 2024 🎉 Congratulations to Lévy Kaufmann-Kohler for climbing back to the top position among our most-viewed law firms in September. Jus Connect is browsed by 10,000+ users per month! 💡 Remarkably, 9 out of the 10 profiles belong to Jus Connect Elite members. This is compelling evidence that becoming an Elite member significantly amplifies your visibility on our platform & from Google due to the enhanced SEO. 👀 Stay tuned for our October update to track how these profile visits evolve and which law firms maintain their status. Browse our winner profile here: https://lnkd.in/es7xETda.

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