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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The majority of investors in German companies is from abroad. Still 615 days is the average delay according to the tax authorities when asking for a refund (https://lnkd.in/e8PSN2er)! Further, the procedure is complicated (online portal only). Thus, a „final hope“ is with the implementation of the Faster Directive. However, it would be surprising if Germany would automate the WHT to include treaty protection through a relief at source system (such as is practiced since 2001 by the US with the QI system). A by-product of the aftermath to „enhanced compliance control“ since the cum/ex skandal may be that Germany is falling more and more behind. The #Abzugssteuerentlastungsmodernisierungsgesetz (Act to Modernize Refund Claims) from the Merkel era coming fully into force 1.1.2025 contains yet further bureaucratic enforcements that are not internationally aligned. Again, to me, FASTER is the final „hope“. Maybe even that word is overly euphemistic: if Germany chooses a „small steps“-approach implementing FASTER brokers/banks will remain in change-the-bank-tax-compliance loop yet for another few years. What do you think? Dr. Marcus Helios?

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As a Legal 500 Exclusive Contributor, HEUKING prepared and updated the section on German merger control in the latest edition of the Merger Control Comparative Guide. Go to the Merger Control (Germany) chapter: https://lnkd.in/ePpH86Au

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🚀#OMR highlights the push for #Transparency in #PrivateEquity    The OMR Conference features a panel discussing the increasing efforts to make the private equity sector more transparent and accessible. Panelists including Laura Schroeder Schröder from KKR, Lorenz Jüngling from Moonfare, and Georgia Hädicke explored themes covered in the session titled "Private Equity for the Masses – A Closed Industry Opens Up."    The focus on enhancing the visibility and accessibility of private equity, supported by both industry leaders and media, reflects a significant shift towards greater openness in the sector. This commitment is echoed by recent initiatives like our #PECConference, which also emphasized transparency in private equity. Laura Schröder's participation at both events highlights her prominent role in advocating for these changes.    Let's continue to make private equity more approachable and transparent! This is an exciting time to push the boundaries and set new standards!    #OMRConference #PrivateEquity #IndustryInnovation #Transparency

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M&A Strategy: Key Elements for Success By Thomas Kessler Managing Partner at Integration Success GmbH and Atlantic M&A Partners | Pioneer in AI and M&A Integrations hashtag #MergersAndAcquisitions hashtag #StrategicAlignment hashtag #ExecutiveEngagement In the fascinating world of M&A, success hinges on a well-crafted strategy that covers every aspect from target selection to post-integration. Here’s a concise guide on essential elements to focus on: 1. Target Capabilities and Profile: Identifying the right target involves assessing capabilities and ensuring alignment with strategic goals. This means evaluating potential targets’ strengths, weaknesses, opportunities, and threats within their environment. 2. Purpose and Value Proposition: Clarifying the strategic purpose behind the acquisition and the value it brings is crucial. This involves aligning the acquisition’s objectives with the overall strategy and tracking performance post-acquisition. 3. Best Owner of the Asset: Determining the optimal owner involves understanding which entity can extract the most value from the asset. Identifying synergies and integration points is essential to maximize value. 4. Business Case Development: Building a robust business case ensures that the acquisition is financially sound and strategically justified. This includes forecasting potential outcomes and assessing risks to ensure a solid foundation for the acquisition. 5. Integration Approach: The integration strategy should focus on achieving operational and cultural synergy. Effective change management and meticulous planning facilitate smooth integration and track progress. 🔍 What strategies have you found most effective in your M&A projects? Share your insights below! #SynergySessions #CorporateStrategy #IntegrationPlanning #PostMergerIntegration #MandAInsights #IntegrationSuccess #MandAStrategy #LeadershipInMandA

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📢 Attention all GPs #fundmarketing: In addition to our FoF's investments in currently 19 leading VC funds worldwide, we actively help GPs navigate the fundraising process. Our numerous discussions revealed a widespread need for clarity regarding fund marketing regulations. To address this, we collaborated with Christoph Gringel, Philipp Börger and Michèle von Lewinski from HEUKING to create a FREE comprehensive guide that offers practical advice on this complex subject. > See more in our post

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You want to implement the new tax beneficial EIP for your German startup? I many times get question about transferring a VESOP/ESOP to the new EIP setup. The most important answer: Yes it is possible to transfer a VESOP or an ESOP into an EIP. It just requires some legal and administrative work. What is really important to keep in mind is that it makes a difference when you do this. Some have the idea that they simply transfer their existing programs into an EIP right before an exit. This won't really help, as you the shares only benefit from capital gains taxation after they have been issued. The complete value up until this point is still subject to regular income tax! 💡 Interested in Learning More About EIPs? Visit our dedicated EIP page at https://lnkd.in/eYYKN_gT to discover how you can benefit from these changes and how we can assist your company in making this transition. Or read our latest blog article about EIP here: https://lnkd.in/e9MANZ5f 👥 Any questions? Join the conversation in the comments below where I will answer any open topics. #EmployeeIncentives #HR #GAIALaw #EIP #FutureFinancingAct #Innovation #StartUpCulture #LegalTech #GAIA

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The Importance of a Strategic Approach to M&A Target Selection: Ensuring Long-Term Success   By Thomas Kessler  Managing Partner at Integration Success GmbH and Atlantic M&A Partners | Pioneer in AI and M&A Integrations | #MergersAndAcquisitions #StrategicAlignment #ExecutiveEngagement 💡🤝   The target selection process in mergers and acquisitions (M&A) is critical to the success of any transaction. Here are the six core steps to ensure your company finds the right partner and generates sustainable value:   First, identify the strategic needs of your company. A thorough strategic analysis reveals where your company stands and what capabilities or resources may augment your positioning to achieve your long-term goals. This analysis forms the foundation for finding the right acquisition target.   Second, define a precise profile for the potential acquisition target. Ensure the candidate is not only financially attractive but also a good cultural and operational fit for your company. Clear criteria help to select the best options and streamline the selection process.   Third, identify a competent deal team. The skills and experience of your team are crucial to the success of the transaction. From due diligence to integration, you need experts in finance, law, tax, HR, technology, operations and change management.   Fourth, evaluate the post-acquisition value. Identify value drivers and associated synergies and strategize how you may realize them. This includes optimizing processes, accessing new markets, and leveraging technological innovations.   Fifth, identify potential issues and barriers as early as possible. These include regulatory hurdles, cultural differences, and operational challenges. A proactive approach to problem-solving minimizes risks and prevents unexpected costs.   Sixth, develop a clear end-state vision for the integration of the target. A detailed integration plan ensures that all stakeholders work towards the same goal. The vision should include both short-term and long-term perspectives and provide a roadmap for implementation.   Answering these questions before moving forward with a target is essential to ensure the transaction's success and create long-term value.   What are your experiences in selecting acquisition targets? What challenges have you faced and how did you overcome them? Share your thoughts in the comments! 💡   #MergersAndAcquisitions #StrategicAlignment #CorporateStrategy #BusinessGrowth #Leadership

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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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Noerr has advised TAG Immobilien AG on the establishment of a up to EUR 3 bn Debt Issuance Programme and the issuance of an unsecured, fixed rate bond in the volume of EUR 500 million. Noerr regularly advises the company on stock corporation, capital markets and financing law issues including, for example, the acquisition of Poland's largest residential property developer ROBYG and a €202 million capital increase with subscription rights. Read more in our press release: https://lnkd.in/gkpZNrEG #TeamNoerr #NoerrDigital #CapitalMarkets #DCM #Bond #DIP #Notes

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ECO SUMMIT What an inspiring first day at the ECO SUMMIT in Berlin! Looking forward to getting to know many more innovative founders and problem-solving companies and have interesting conversations on the topics which are important for everyone of us. #ecosummit #vc #growth #tech #cleantech #mergersandacquisitions

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On December 4, join WilmerHale lawyers for an insightful discussion on the rising threat of German patent litigation and how to effectively navigate its challenges.

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M&A Strategy: Key Elements for Success By Thomas Kessler Managing Partner at Integration Success GmbH and Atlantic M&A Partners | Pioneer in AI and M&A Integrations hashtag #MergersAndAcquisitions #StrategicAlignment #ExecutiveEngagement In the fascinating world of M&A, success hinges on a well-crafted strategy that covers every aspect from target selection to post-integration. Here’s a concise guide on essential elements to focus on: 1. Target Capabilities and Profile: Identifying the right target involves assessing capabilities and ensuring alignment with strategic goals. This means evaluating potential targets’ strengths, weaknesses, opportunities, and threats within their environment. 2. Purpose and Value Proposition: Clarifying the strategic purpose behind the acquisition and the value it brings is crucial. This involves aligning the acquisition’s objectives with the overall strategy and tracking performance post-acquisition. 3. Best Owner of the Asset: Determining the optimal owner involves understanding which entity can extract the most value from the asset. Identifying synergies and integration points is essential to maximize value. 4. Business Case Development: Building a robust business case ensures that the acquisition is financially sound and strategically justified. This includes forecasting potential outcomes and assessing risks to ensure a solid foundation for the acquisition. 5. Integration Approach: The integration strategy should focus on achieving operational and cultural synergy. Effective change management and meticulous planning facilitate smooth integration and track progress. 🔍 What strategies have you found most effective in your M&A projects? Share your insights below! #SynergySessions #CorporateStrategy #IntegrationPlanning #PostMergerIntegration #MandAInsights #IntegrationSuccess #MandAStrategy #LeadershipInMandA

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M&A Strategy: Key Elements for Success By Thomas Kessler Managing Partner at Integration Success GmbH and Atlantic M&A Partners | Pioneer in AI and M&A Integrations hashtag #MergersAndAcquisitions #StrategicAlignment #ExecutiveEngagement In the fascinating world of M&A, success hinges on a well-crafted strategy that covers every aspect from target selection to post-integration. Here’s a concise guide on essential elements to focus on: 1. Target Capabilities and Profile: Identifying the right target involves assessing capabilities and ensuring alignment with strategic goals. This means evaluating potential targets’ strengths, weaknesses, opportunities, and threats within their environment. 2. Purpose and Value Proposition: Clarifying the strategic purpose behind the acquisition and the value it brings is crucial. This involves aligning the acquisition’s objectives with the overall strategy and tracking performance post-acquisition. 3. Best Owner of the Asset: Determining the optimal owner involves understanding which entity can extract the most value from the asset. Identifying synergies and integration points is essential to maximize value. 4. Business Case Development: Building a robust business case ensures that the acquisition is financially sound and strategically justified. This includes forecasting potential outcomes and assessing risks to ensure a solid foundation for the acquisition. 5. Integration Approach: The integration strategy should focus on achieving operational and cultural synergy. Effective change management and meticulous planning facilitate smooth integration and track progress. 🔍 What strategies have you found most effective in your M&A projects? Share your insights below! #SynergySessions #CorporateStrategy #IntegrationPlanning #PostMergerIntegration #MandAInsights #IntegrationSuccess #MandAStrategy #LeadershipInMandA

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With the following Q&As, Christian Toenies, LLM.Eur. and Markus Döllner provide a practical overview of Venture Capital laws and regulations applicable in #Germany and present a short analysis of market standards, current #trends and #developments within the legal German Venture Capital practice.   #poellath #venturecapital #vc #finance 

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Deal News | Axel Springer sells Finanzen.net Group We want to congratulate Axel Springer on the successful sale of finanzen.net GmbH Group consisting of three divisions: high-growth low-cost digital investment platform, also known as a neobroker, called Zero, a capital markets information platform called Finanzen.net, and a trading software platform for semi-professional retail investors called TraderFox. 👉🏻 Finanzen.net Group, a dynamic force in the German #financial services industry, has established itself as a market leader through its innovative and customer-focused approach. This success stems from a steadfast commitment to entrepreneurial innovation and a focus on customer-centric services. The Group democratizes investment opportunities through Zero, provides market intelligence via Finanzen.net and equips active traders with powerful tools through TraderFox. ✅ The OMMAX team conducted a commercial vendor due diligence, focusing on key areas, including market and competitive dynamics, customer performance, group integration, and business plan assessment. The completion of this transaction highlights our track record in shaping successful outcomes for leading companies in the #privateequity field through our core services in transaction advisory, digital strategy and execution. #deal #commercialduediligence #finance #neobroker #trading

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