McDermott Will & Schulte, a global law firm

Clients value our approach to developing long-term relationships providing pragmatic counsel to solve legal issues and address business needs. These close relationships provide us with a deep understanding of our clients’ businesses and their specific economic and legal requirements, resulting in our ability to address local legal needs. At the same time, we also work closely with lawyers in our European locations for pan-European needs, along with our US and Asian offices for cross-border needs. Together, our familiarity with diverse cultures and in-depth knowledge of jurisdiction-specific legal systems enables us to provide the highest-quality legal counsel to domestic and international companies, investors, financial institutions and high-net-worth individuals.

We regularly advise clients on the full spectrum of corporate and commercial matters, including cross-border mergers and acquisitions, joint ventures, establishment of subsidiaries (and related personnel and visa matters), cross-border financings and securities issues. We also have substantial experience in the areas of antitrust and competition, capital markets, corporate law, health services and life sciences, intellectual property, labor and employment, private equity and venture capital, restructuring and insolvency, real estate, taxation, and telecommunications, media and information technology.

Our Germany-based practice teams and individual lawyers have been recognized year after year for the quality, consistency and creativity of our legal counsel by respected industry publications and ratings agencies, including Chambers Global, Chambers Europe, JUVE Handbook, The Legal 500 EMEA, and Euromoney Legal Group.

Capital markets

Our German capital markets practice has extensive experience representing issuers, underwriters and other related parties on all types of equity issues, in cross-border matters and within the German market. We advise clients on transaction structuring, initial public offerings, private placements, registered underwritten offerings, high-yield debt, and more creative hybrid instruments involving multiple issuers, unique regulatory issues and evolving disclosure requirements. In conjunction with the Firm’s experienced securities lawyers, we provide guidance on compliance, corporate governance and responsibility, and related issues arising out of mergers, acquisitions, tender and exchange offers, and private investments.

Health & life sciences

Our health care lawyers provide comprehensive advice in the health services, medical devices and pharmaceutical sectors. We advise on corporate, regulatory and competition law, and have managed numerous investment projects in the outpatient and inpatient health care sectors. Our lawyers have handled the founding and approval of the first German medical health care center in the legal form of a GmbH (LLC under German law) and the emergence of the largest European clinical lab established as a joint venture between a medical school and the largest public hospital carrier. We represent companies and investors with respect to participation and approval procedures, product liability, statutory health insurance law, public procurement industry codes of conduct, data protection, intellectual property, and promotions and advertising. We draft and negotiate company and shareholding agreements, ensure compliance with tax laws and other requirements, and represent the interests of bidders in contract award procedures (i.e., public tenders) of public payers.

International arbitration

Our international arbitration team represents German and non-German clients in domestic arbitrations and in mediation, arbitration and negotiated settlements worldwide. We are particularly skilled at forging creative and efficient solutions to all types of transnational commercial disputes, and have extensive experience under the rules of all of the major international arbitration institutions. We regularly assist clients in drafting practical, enforceable arbitration clauses in contracts, prosecute and defend against litigation in relation to international arbitration, and represent States and private entities in proceedings under bilateral investment treaties, multilateral investment treaties and free trade agreements. Chambers Global and The Legal 500 EMEA have ranked our international arbitration practice and individual lawyers as top practitioners in this area.

Litigation & dispute resolution

The firm counsels and represents clients in out-of-court settlements, before the courts, and in mediation and arbitration proceedings. We cover a broad range of civil law sectors, with a focus on real estate, investment, joint ventures and other cooperation agreements, mergers and acquisitions (including disputes involving corporate law and transactions, rescission from company purchases and warranties), product liability and distribution. Our lawyers often are brought in to handle complex case facts or legal questions, many of which are international in scope or involve issues, operations and investments in several jurisdictions. Our primary goal is to identify and implement commercially useful solutions that allow our clients to refocus on achieving their business goals.

Mergers & acquisitions

Our lawyers have extensive experience consulting on complex national and international transactions ranging from public takeovers of listed companies to mergers and acquisitions from private sources, and joint ventures. We advise clients in all stages of such transactions, from the determination of appropriate legal and tax structures to the negotiation and preparation of contracts and the conduct of due diligence. To serve clients most effectively, we create effective, transaction-specific teams, working closely with Firm colleagues with deep experience in tax, antitrust, capital markets and labor law. We have advised companies in many sectors, including plant engineering, automotive, chemical and pharmaceutical, health care, steel, logistics, energy, e-commerce, tourism, retail, information technology, publication, media and telecommunication.

Private equity

We advise leading private equity and venture capital firms, entrepreneurs and emerging young entrepreneurs in management buyouts (MBOs) and leveraged buyouts (LBOs), venture capital investments, mergers and acquisitions, initial public offerings, refinancings, recapitalizations and restructurings. Private equity investments do not occur in a vacuum, and we regularly advise clients on management participation programs, disclosure obligations in security and stock exchange laws, fund set-up, early and late-stage investments, and intellectual property and licensing. We provide counsel in all phases of a transaction, from corporate law and tax law structuring, design of acquisition financing and due diligence, to drafting and negotiating contracts, transaction implementation and post-implementation transitions.

Real estate

Our real estate law team provides advice on the full spectrum of real estate transactions (including asset and share deals), joint ventures, financings, project development, leasing and inventory management in all of the top markets in Germany, including Berlin, Düsseldorf, Frankfurt, Hamburg and Munich. In addition to our German clients, we have counseled real estate companies (including owner-operated companies), institutional investors, private equity funds, asset managers, insurers, pension funds, real estate consulting companies, family offices and financial institutions from the United States, United Kingdom, France, Austria and other countries. Regularly named as a top practice in JUVE Handbook, The Legal 500 Deutschland and Chambers Europe, our lawyers are also praised for our “legal and commercial know-how” and our “quick, clear and practically oriented legal advice.”

Restructuring & insolvency

We advise businesses extensively on all areas of law related to restructuring, reorganization, refinancing and insolvency, including matters with an international or cross-border component. We also help shareholders, creditors and business partners of companies in crisis secure, pursue and enforce their interests. We have in-depth experience representing investors in the acquisition of companies before or out of insolvency, and assisting insolvency administrators in the handling of their fiduciary duties, particularly with respect to M&A processes and insolvency plan procedures and in disputed enforcements of claims in Germany and internationally. We have advised clients in numerous industries, including the automotive, energy, health care, retail, sports, telecommunications, transport and logistics sectors.

Tax

As international leaders in tax law, our tax advisors work across disciplines to provide legal tax advice independent of auditing services, which is mandatory not only in the United States (Sarbanes-Oxley Act), but also for listed companies in Germany (Accounting Control Act – Bilanzrechtskontrollgesetz) and other European countries. Through our network of tax lawyers across offices, we work closely with top tax advisors in other countries to provide “best in field” tax and transactional services in major business and financial markets worldwide. Our tax lawyers are also highly regarded in court representation and regularly enforce our clients’ interests and rights vis-à-vis tax authorities and tax courts, the Federal Finance Court and the European Court of Justice.

Telecommunication, Media & Technology

We provide comprehensive legal counsel to companies and financial institutions with interests in a broad range of TMT-related sectors, including mobile and fixed-line telephony and internet services, cable and satellite TV, entertainment, film production and financing, software, hardware, outsourcing and telematics. Our lawyers have extensive experience in copyright, patent, data protection, telecommunications, broadcasting, antitrust and competition law, as well as general commercial law. We advise on mergers, acquisitions and other major transactions, negotiate and draft licensing, end-user and e-commerce agreements, consult on IT and BPO outsourcing projects, and provide guidance on regulatory compliance and government lobbying. When disputes arise, we offer full-spectrum litigation and alternative dispute resolution advice on all regulatory and strategic questions relating to this constantly evolving market.

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• Telefónica, S.A., one of the largest telecommunications companies in the world, with the multibillion-euro acquisition of E-Plus group from KPN N.V.
• DZ BANK, a central bank and commercial bank with a strong position in one-stop financial services, on all the legal aspects of a fairness opinion in relation to the consideration offered with the public takeover offer for P&I Personal & Informatik and the implementation and the execution of a share buyback and employee stock purchase program of Evonik Industries
• SIGNA, one of Europe’s leading real estate specialists, on the debt financing related to the acquisition of Karstadt, and its properties throughout Germany
• Blackstone Group, a global investment and advisory firm, on the successful refinancing of the Sheraton Hotel Frankfurt Airport as a major part of a portfolio of premier airport hotels across Europe

Private equity

• Founder and shareholders in the sale of all shares in licht|basis GmbH, one of the leading companies in the lighting sector, to Finatem
• Union Park Capital, a US-based private equity firm, on the acquisition of the German-American CMC-KUHNKE group
• A European company on the set up of an equity participation scheme proposed by the new private equity owner
• A European private equity fund on the intended add-on acquisition by a portfolio company
• AURELIUS, a pan-European investment group, on its acquisition of the ARBA processing Group
• A German private equity fund on the intended acquisition of OTTO Office in an auction process controlled by Rothschild
• A US corporation with the purchase of a German portfolio company of a European private equity fund
• A manager in the acquisition of a management participation in Vivonio (participation of Equistone)
• The supervisory board of a European real estate fund regarding the services of a new board, to include negotiations regarding compensation and a profit-sharing scheme
• Apax Partners, a US-based private equity fund, on various contemplated investments in the area of health care
• Waymate GmbH on incorporation structure, and first and second financing rounds
• A German private equity fund on the acquisition of a portfolio company in the chemical industry
• H.I.G. European Capital, a private equity fund, on various contemplated investments in the area of health care

Tax

• SIGNA Group on set up of the acquisition and financing structure for purchase of a real estate portfolio and on the debt financing related to the acquisition of 19 Karstadt department store properties in Germany

International arbitration

• Fraport AG, a leader in the international airport business, in ICSID proceedings concerning an investment in a concession contract to build and operate an international airport in Southeast Asia
• Federal Republic of Germany in ICSID arbitration defending Germany against claims by foreign investors related to nuclear power plants
• The Republic of the Netherlands as the intervener in proceedings under Section 1040 of the German Code of Civil Procedure (Zivilprozessordnung or ZPO) as the home state of the investor and contracting party to the treaty, being the first intervention of this kind worldwide

Real estate

• Art-Invest, a real estate investment and development company, on the acquisition and acquisition financing of the Allianz headquarters in Cologne
• The Blackstone Group, a global investment and advisory firm, on the acquisition of the Pollux office tower in Frankfurt
• SEB Investment, a real estate investment company, on the sale of a pan-European office portfolio, including assets in Amsterdam, Brussels, Hamburg, London, Milan, Paris and Rotterdam
• SIGNA, one of Europe’s leading real estate specialists, with various property acquisitions, financings, leasings and sales inter alia, including the KaDeWe in Berlin, Hamburg Alsterhaus, Munich Alte Akademie and Oberpollinger, as well as the acquisition of the Karstadt retail business of Karstadt Premium, Karstadt Sports and Karstadt Warenhaus from Nicolas Berggruen
• Tristan Capital Partners, a real estate investment management boutique firm, on the sale of various German properties out of Tristan’s Highgate, Oakwood and Sequa funds
• Strategic Value Partners, a global alternative investment firm, with the sale of a nationwide real estate portfolio of nine properties and five individual selloffs of locations in Germany
• Stable, a leading-edge player in the development of retail real estate and Fashion Outlet Centres, on the procurement of planning permission and intended development of the Outlet Centre Wittenburg in cooperation with the Dutch Van der Valk Group
• Mitsubishi Electric Europe, a leader in the manufacture and sales of electrical and electric products and systems, with the acquisition and development of a new headquarters building in Ratingen near Düsseldorf
• CBRE on its takeover of the technical consultancy companies Preuss and VALTEQ

Mergers & acquisitions

• Signa Retail, the retail branch of SIGNA Group, with the acquisition of Karstadt Warenhaus, Karstadt Sports and Karstadt Premium
• Strauss Innovation, a mid-cap department store operator with 96 stores and more than 1,400 employees, in all aspects of the insolvency proceedings, the M&A process and the successful conclusion of the insolvency plan
• CBRE, the world’s largest commercial real estate services firm, on two strategic acquisitions of VALTEQ Group and Preuss Group
• Siegfried, a Swiss pharmaceutical company, on the acquisition of Hameln Pharmaceuticals, Hameln RDS and three units in Germany, France and Switzerland
• Heckler & Koch Group, a defense company, in the corporate restructuring of its top-level holding company
• Logwin, a provider of transportation and logistics solutions along the entire supply chain, on the sale five subsidiaries in Croatia, Serbia, Romania, Bulgaria and Macedonia to Quehenberger Group and one in Poland to German Geis Group
• CompuGroup Medical, a provider of software to improve health and the quality of life, in its acquisition of the business of the vision4health group with shares, assets and partnership interests in Germany, Switzerland, France and Belgium
• S1nn, developer of infotainment systems, connectivity and car audio solutions, on the sale and transfer of all their partnership interests to Harman Group
• Jack Link’s, a US-based food producer, on the acquisition of the Bifi brand from Unilever in Germany, the Benelux countries and Switzerland

Restructuring & insolvency

• Capricorn, a motor sports specialist, as the successful bidder for the business of the insolvent Nürburgring group, which includes the famous German race track
• Strauss Innovation, a mid-cap department store operator with 96 stores and more than 1,400 employees, in all aspects of the insolvency proceedings, the M&A process and the successful conclusion of the insolvency plan
• Signa, one of Europe’s leading real estate specialists, with the acquisition of Karstadt Warenhaus, the second-largest department store operator in Germany, with more than 17,000 employees and revenues exceeding €2 billion, Karstadt Sports and Karstadt Premium
• A bank as mezzanine lender with the restructuring of various insolvent portfolio companies
• A major creditor and member of the creditors’ committee on the insolvency of an offshore wind developer whose wind farms account for a large percentage of the offshore pipeline in Germany
• Cordasi, in relation to its sale of PHP Fibers group, an international automotive supplier involved in the production of airbags, in Germany, the United States, China, Indonesia and Japan
• A US-based investor with a distressed financing involving a Swiss pharma company and its major shareholder
• The supervisory board of ATU, a leading German automotive supplier, on the complex cross-border restructuring of ATU group, the largest restructuring in Germany in 2014
• A US automotive supplier on the successful acquisition of German businesses, with more than 1,500 employees, out of insolvency
• W.I.S. Sicherheitsdienste GmbH & Co. KG, a security service company with more than 3,500 employees and 27 sites, on its successful out-of-court restructuring and refinancing
• The management board of Conergy, a solar energy company, on insolvency issues

Health & life sciences

• The European offices of various private equity firms, including Apax Capital Partners, H.I.G. Capital and Warburg Pincus, on investments in the health and life sciences sectors
• Various investors on the transfer and/or acquisition of various hospitals, including the acquisition out of insolvency, and supporting a US health care system on its intended cooperation with a German hospital carrier
• A global renal care service provider on its successful entry into the German market
• German renal care service providers before German courts in their successful challenging of market entry barriers imposed by a special system of determination of need in the public health sector
• A client in successfully challenging and stopping one of the largest public tenders issued by the largest public German health payer (AOK Bundesverband) for pharmaceutical drugs and active ingredients
• The largest medical school in Europe and the largest public hospital carrier in their joint incorporation of the largest clinical lab in Europe, and in other joint-venture projects
• An orphan drug producer on fundamental legal issues in connection with price negotiations for innovative drugs with public payers under the so-called AMNOG proceedings, following compulsory early benefit assessments
• Several pharmaceutical producers on various legal issues arising in connection with compulsory early benefit assessments of new innovative drugs and subsequent price determinations or price negotiations as well as on transparency, competition law and pharma law matters
• Various medical device companies on reimbursement and other regulatory matters in the public health sector and their representation in negotiations with public payers
• Various clinical lab groups, renal care and other outpatient physician service providers (doctors’ partnerships and investor-owned entities) on regulatory and corporate law matters, representing them before licensing authorities and courts and in negotiations of shareholder and/or investment agreements

Litigation & dispute resolution

• Former chairmen of large multinational groups of companies in defense against damage claims based on an allegedly failed acquisition overseas, acquisition of a competitor, abortion of a real estate project in Russia, third-party theft of company assets and insolvencies, respectively
• Former chairmen of the supervisory board of an international manufacturing company in defense against damage claims based on alleged violations of the German Stock Corporation Act and bondholders’ damage claims, respectively
• A Japanese car manufacturer on Germany-wide product liability cases
• A German chemical and automotive company, Germany-wide in all practice areas
• A financial services provider in Ireland on the assertion of claims for disbursement of a commission, before the Frankfurt District Court
• A Japanese insurance company on insurance cases
• A Japanese/French chemical company on damage claims arising from an authorized dealer agreement, before the Düsseldorf Higher Regional Court
• A Scandinavian real estate developer in defense against damage claims raised by a German supplier
• Several US-based companies and/or their European subsidiaries in defense against commercial agents’ compensation claim for loss of clientele

Telecommunication, media & technology

• Deutsche Telekom AG, Germany’s leading telecommunication provider, with numerous matters, including the provisioning of airplane on-board internet services, the design of contracts concerning “machine-to-machine-communication” (M2M), the drafting and negotiating of a framework and cloud services agreement with Germany’s leading physical book distributors on the establishment of the first German eco-system for the digital distribution of e-books (Tolino), and the framework agreement with a European WiFi operator for the establishment of a joint, consumer-based public WiFi network in Germany and Eastern Europe
• ProSiebenSat.1 Media, one of the largest independent media corporations in Europe, in legal proceedings against Kabel Deutschland concerning the remuneration of the cable retransmission rights, in the amount of €169 million
• RTL Television, a German broadcasting company, in various court cases concerning the digital distribution of TV channels, including several proceedings against the providers of so-called online video recorders before the Arbitration Board at the German Patent and Trademark Office as well as before Higher Regional Courts
• Telefónica Germany, one of the largest telecommunications companies in the world, on a variety of large technology and service (out-)sourcing projects as well as commercial and telecommunications matters
• Deutschlandradio, the leading German public radio broadcaster, in court proceedings initiated by the regional cable operators owned by Unitymedia for the payment of cable distribution fees
• IP Deutschland and RTL interactive, the operator of RTL Group websites, in landmark litigation against Adblock Plus service provider Eyeo
• Cataneo, a solutions provider in the areas of content and inventory management, ad sales and traffic management, with the conclusion of a cross-border application service provider contract with NBC Universal
• A Fortune 500 global technology and specialty materials company in order to optimize the licensing and maintenance of SAP software used group-wide
• Infineon Technologies, a producer of semiconductors and provider of system solutions, related to licenses for several thousand patents in the insolvency of Qimonda
• 1&1 Internet SE, a subsidiary of United Internet, a TecDAX and DJ EURO STOXX-listed internet company, with establishing a premium email service, the granting of customer direct debit mandates with the conversion to the SEPA standard, legal questions relating to cross-border advertising, and on the assertion of warranty claims in connection with project contracts for a data center in France

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