Civil and Commercial Law
The law firm of Dr. Wente advises companies and entrepreneurs in almost all areas of law relevant to their business ventures.
Civil law, also known as private law, regulates the legal relationships between legally – not necessarily also economically – equal legal entities. It is thus distinct from public law, which regulates the legal relationship between state institutions on the one hand and other legal entities on the other.
Commercial law is a cross-sectional subject
“Commercial law” is a generic term for a cross-section of civil law, in particular commercial, corporate and insolvency law, but also areas of public law. Merger control law intervenes directly in the competitive process in the interest of free competition in order to prevent the formation of monopolies and cartels. If the exercise of a profession requires an authorization, or if an entrepreneur is entrusted with the execution of a sovereign measure, the authorization as well as the entrustment are sovereign acts. The licensing of broadcasters is also a sovereign act and is part of public law. The areas of law in which Dr. Wente has acquired particular expertise are identified separately on this website as his areas of expertise. Additional aspects are presented here that are in demand as part of the comprehensive consulting of entrepreneurs and companies and in which consulting is also provided.
No advice on tax matters. In the case of aspects of a particular project that may have tax relevance, a corresponding note is made together with the recommendation to seek tax advice. Cooperation with the client’s tax advisor is necessary, desirable and purposeful in the interest of the client. If a tax advisor has not yet been retained, recommendations for advisors for specific tax issues can be provided upon request.
Company Succession
Company succession is the process by which an enterprise or one or more functionally independent parts of an enterprise are transferred to another legal entity. If this is to be done in a prudent and planned manner, it requires corporate succession planning. We can provide you with support in this regard.
The transfer can take place by sale or merger (mergers & acquisitions) or by inheritance – including anticipated succession – or contribution to a foundation. Since the new legal entity does not necessarily take over the commercial management of the company at the same time, the question of corporate management must be addressed and regulated within the framework of corporate succession planning. It is not uncommon for an employee from the company who already holds the management position to acquire ownership of the company in a management buy-out.
The legal issues associated with business succession planning show once again that business law is a cross-sectional subject that can only be mastered on the basis of many years of experience. We are already positioned to support you in this endeavor.
Mergers & Acquisitions
The term Mergers & Acquisitions (M&A) is a collective term. It covers all transactions involving the transfer of an entity to another legal entity. The transfer usually takes place through a company purchase or a transfer within the scope of an (anticipated) inheritance. In the case of a company acquisition, a fundamental distinction can be made between a share deal and an asset deal.
In a share deal, the transfer of the business takes place indirectly by transferring ownership of the legal entity of the business, embodied in the company shares or business shares or stock. The employees continue to be employed by the same legal entity. Liabilities of the legal entity shall remain as such.
In an asset deal, the individual assets and contractual relationships of the company to be sold or part of the company to be spun off are sold and transferred by the legal entity. In this case, Section 613 a BGB (German Civil Code) provides that the employment relationships of all employees are transferred to the acquirer if they do not object to the transfer. Liabilities of the previous legal entity (seller) shall remain as such and – unless otherwise expressly agreed or statutory exceptions apply – shall stay by the previous legal entity (seller) and do not do not pass to the new legal entity (purchaser). However, a joint liability of the buyer in addition to the seller may arise, for example, from § 25 HGB (Commercial Code) or § 75 AO (Tax Act). In individual cases, it must be examined whether further facts justifying liability exist. Such liability cannot be waived between the parties to the sale of the business. However, the consequences for the purchaser can be contractually regulated so that he does not have to suffer any economic loss. We will be pleased to advise you on this as well.
Only if the entity is a partnership or corporation can the business acquisition be readily realized through a share deal – the transfer of the company’s shares or business interests or stock. An asset deal, on the other hand, in which the individual assets and contractual relationships of the company to be sold or part of the company to be spun off are sold and transferred, can always be considered, regardless of how the entity is organized. However, even then the instruments such as a merger or a split-up can be applied in order to open the share deal option.
Many aspects play a role in the choice between asset and share deal and any preparatory conversion measures, not only tax law, but also insolvency law, regulatory law, and the scope of the transaction. Not every legally possible method of transaction processing can be economically viable. Again, the simpler the better.
Law of Succession and Inheritance
Inheritance law plays a paramount role in the planning of asset as well as company succession. Claims to a compulsory portion can complicate the planning of a company’s succession, and inheritance tax aspects often force a cooperative solution.
The larger the community of heirs and the larger the estate, the greater the risk of a contentious dispute. Therefore, again it is also true here that consensual planning and a binding agreement during one’s lifetime are the right way forward for all parties involved. Planning the transfer of assets as well as securing it through a will or inheritance contract can help avoid disputes. They give room for consideration to find a way that is least burdensome to the estate from a tax point of view.
Even after the occurrence of a succession, sound advice can prevent disputes. However, our law firm will stand by your side and enforce your rights even if an amicable solution is not possible.
Distribution Law
Without distribution, there is no sales. Media also want to be distributed, whether it is the seconds in radio advertising, the mm/column in print advertising, or even the offer to deliver print advertising with the daily or weekly newspaper or even mail into the mailbox. But also the classic commercial agent who wants to assert his commercial agent compensation claim after web-based direct sales took away the basis of the traditional distribution channel will find legal advice here.
Insurance Law
Business interruption insurance, liability insurance, D&O insurance – no company can do without insurance protection. But what happens if the insured event occurs and the insurance company does not pay or only partially pays? When the Corona pandemic led to a partial lockdown, more than a few insurance companies denied their obligation to pay benefits on the grounds that a pandemic was expressly excluded in their insurance terms and conditions and that it did not even matter that business operations had been closed by order of the authorities. In this case, it must be examined on a case-by-case basis on the basis of the specifically agreed insurance conditions whether there are prospects of success for legal action.
