Expertise

Mergers & Acquisitions

CORVEL advises comprehensively on mergers & acquisitions including private equity and venture capital investments:

  • We advise sellers from the initial planning and structuring of the sales process (e.g. limited auction) through to the closing and execution of the transaction. This includes the restructuring of the target prior to the divestment (e.g. carve outs), the conducting of a vendor due diligence and remediating any legal issues identified in that process. Our advice also encompasses the re-investment in particular by the management in the acquisition vehicle.
  • We conduct an individually tailored due diligence for investors and advise on the set up of the acquisition structure, the acquisition process until closing, equity and debt acquisition financing and potential post closing restructuring needs of the target companies.
  • We advise investors, start-up companies and entrepreneurs from incorporation, via seed financing, additional capital rounds through to the exit.
  • We advise companies on their growth path in connection with domestic and international M&A activities and in joint venture structures.
  • We advise on management incentive schemes.

We draft and negotiate the legal documentation of the transaction and lead the transaction process.

Our advice is aimed at avoiding legal disputes. To the extent disputes in particular in connection with share purchase agreements cannot be avoided, CORVEL has comprehensive know how and experience to enforce and defend claims under the transaction documents in court or in arbitration.

References:

  • Advice of EDEKA on sale of chain store portfolio of Kaiser's/Tengelmann-Group to REWE
  • Advice of shareholders of HATLAPA-Group in connection with the sale to the Finnish Cargotec-Group.
  • Advice of listed IT-Distributor ALSO Holding AG on several acquisitions in Europe.
  • Advice of the Ferrostaal Group on the sale of its Chilean subsidiary DSD Construcciones y Montajes to the listed construction group Graña y Montero based in Peru.
  • Advice of a company from the water treatment sector on the investment by a state investment funds from Singapore.
  • Advice of EQT portfolio company EEW Energy from Waste on acquisition of IHKW Andernach from Techem and NHKW Stavenhagen from Nehlsen
  • Shareholders of Intelligent Apps GmbH (myTaxi) on exit and sale to Daimler Benz
  • Advice of ARCADIA Beteiligungen in connection with the acquisition of SteinhilberSchwehr-Group as well as the acquisition of the environmental remediation service branch of Bilfinger Berger.
  • Shareholders in Sulá GmbH (sweets) on sale to private equity fund in The Netherlands.

Expertise

Litigation and Arbitration

CORVEL advises in dispute resolution, litigation and arbitration as well as contract management and claims management.

Our practice includes advice on the drafting of the proper dispute resolution provision. CORVEL further advises and represents clients in connection with out of court dispute resolution, alternative dispute resolution mechanisms as well as litigation and arbitration proceedings. We represent our clients in German courts and in domestic and international arbitration. Furthermore, we coordinate cross border proceedings. Several of our partners have acted regularly as arbitrators.

References:

  • Representation of a project company of a German offshore windfarm in an arbitration on claims for additional payments, delays of construction phase and defects.
  • Representation of a project company of ten onshore windfarms in independent proceedings for the securing of evidence and litigation in a dispute with the turbine manufacturer.
  • Acting as arbitrator in a dispute of a bidder consortium regarding an offshore windfarm after an aborted sale of the project.
  • Representation of a German shipyard in connection with disputes with subcontractors on costs and defects.
  • Representation of owners of a residential building complex with more than 1,100 apartments in connection with a dispute with engineers and architects on planning failures and defects of the buildings.

Expertise

Renewable Energies

CORVEL advises comprehensively on renewable energy projects in Germany and abroad. CORVEL advised in the past on wind- and solarfarms with an aggregate capacity of more than 5,000 MW (over 50 completed projects).

We advise project developers, EPC-contractors, investors and banks in connection with the structuring of projects, due diligence and purchase agreements regarding project rights, EPC-contracts and other project agreements.

CORVEL has advised on various projects in all relevant markets for renewable energy including USA (located in over 15 federal states), Australia, South Africa, Namibia, Rwanda, Egypt, Jordan, Chile, Brazil, Mexico Romania, Turkey, Italy, Spain, France, United Kingdom, India, MENA-region, South Korea, Czech Republic, Bulgaria, Azerbaijan.

CORVEL regularly advises on joint ventures and framework agreement targeting the development of new markets for our clients.

References:

  • Standardkessel Group on Biomass power plant located on Hawaii.
  • Leading German utility companies regarding realization of offshore windfarms.
  • juwi Solar on realization (including financing) of a 52 MW solarfarm in Germany with subsequent sale to WealthCap.
  • Listed German EPC-contractor on realization of 48 MW solarfarm in Italy.
  • Ideematec on realization of two solarfarms with an aggregate capacity of 33 MW in South Africa for Sunpower as EPC-contractor and in the US (92MW) for Alpha Technologies.

Expertise

Maritime Commerce

CORVEL advises domestic and international clients comprehensively in the area of maritime commercial law.

Among our clients we count shipyards and system suppliers. We advise them on the structuring and closing of their project-, ship construction- and supply-contracts.

We advise shipping companies on the design of the all contracts of the operating business. Furthermore, we advise in acquisition and sale of ships including registrations as well as financing instruments.

Ship financing banks and financial investors are advised by CORVEL with regard to construction term and financing of newly constructed vessels as well as the buying and selling of financial portfolios.

We advise owners in the areas of construction contracts with shipyards and in the acquisition and sale of yachts.

References:

  • Ongoing advice and representation in and out of court of a German shipyard with regard to contracts with system suppliers.
  • Advice of numerous shipping companies regarding the restructuring of their ship financing loans.
  • Advice of a German system supplier regarding the retroactive modification of the contracts concluded with a shipyard.
  • Advice of a private owner regarding the construction contract of a luxury yacht.
  • Advice of a logistics company regarding compliance with Russia-sections by the European Union.

Expertise

Private Equity and Venture Capital

CORVEL advises comprehensively on private equity and venture capital investments:

  • We advise sellers from the initial planning and structuring of the sales process (e.g. limited auction) through to the closing and execution of the transaction. This includes the restructuring of the target prior to the divestment (e.g. carve outs), the conducting of a vendor due diligence and remediating any legal issues identified in that process. Our advice also encompasses the re-investment in particular by the management in the acquisition vehicle.
  • We conduct an individually tailored due diligence for investors and advise on the set up of the acquisition structure, the acquisition process until closing, equity and debt acquisition financing and potential post closing restructuring needs of the target companies.
  • We advise investors, start-up companies and entrepreneurs from incorporation, via seed financing, additional capital rounds through to the exit.
  • We advise on management incentive schemes.

We draft and negotiate the legal documentation of the transaction and lead the transaction process.

Our advice is aimed at avoiding legal disputes. To the extent disputes in particular in connection with share purchase agreements cannot be avoided, CORVEL has comprehensive know how and experience to enforce and defend claims under the transaction documents in court or in arbitration.

References:

  • Advice of investor of participation in INVENOX GmbH (high tech start up for lithium-ion energy storage).
  • Advice of a company from the water treatment sector on the investment by a investments of zouk ventures and Wölbern Private Equity.
  • Advice of EQT portfolio company EEW Energy from Waste on acquisition of IHKW Andernach from Techem and NHKW Stavenhagen from Nehlsen.
  • Shareholders of Intelligent Apps GmbH (myTaxi) on exit and sale to Daimler Benz
  • Advice of ARCADIA Beteiligungen in connection with the acquisition of SteinhilberSchwehr-Group as well as the acquisition of the environmental remediation service branch of Bilfinger Berger.
  • Shareholders in Sulá GmbH (sweets) on sale to private equity fund in The Netherlands.

Expertise

Plant Construction

CORVEL advises on the realization of power plants and other industrial projects.
We advise companies, EPC-contractors, investors and banks on the structuring of the project, due diligence of project rights, purchase agreements regarding key components, EPC-contracts, power purchase agreements (PPA), with supply and disposal contract regarding gas, water, steam, compressed air and waste and project financing.

References:

  • Standardkessel Group on Biomass power plant located on Hawaii.
  • Waste incineration plant in United Kingdom for German utility company.
  • Paper production plant in Bavaria for Finnish Myllykoski Group (now UPM).
  • Gas and steam power plant and paper mill plant for Finnish Myllykoski Group (now UPM).
  • Advice of a global company group in connection with an energy savings contract with the Federal Republic of Germany including advice on sub-contractor agreements.
  • Advice on domestic and international wind and solar parks with an aggregate capacity of 5,000 MW.

Expertise

Financing

CORVEL advises companies and investors on financing. CORVEL advises on the structuring and implementation of equity capital investments (capital increases, shareholder loans or silent partnerships) and debt financing in particular project and acquisition financing and syndicated loans including related security documents. We advise companies in connection with mezzanine and hybrid structures, factoring transactions.

References:

  • Advice of UK based car financing company in connection with refinancing by factoring (including swap structures).
  • Advice of Standardkessel in connection with project financing by Deutsche Bank AG (New York branch) for biomass power plant on Hawaii.
  • Advice for juwi Solar on project financing by six German state owned banks with KfW IPEX as lead arranger for a solarfarm in Germany.
  • Advise of UK based financial services group in connection with refinancing by a German bank.
  • Advice on LBO-acquisition financing for investments of ARCADIA Beteiligungen.

Expertise

Real Estate

CORVEL advises German and international financial and private investors, project developers and companies on real estate transactions. This comprises portfolio transactions, limited auctions and joint ventures. We have expertise in both share deal and asset deal structures.

We advise sellers of real estate from the planning and structuring of the sales process through the closing and implementation of the transaction. This includes the drafting and negotiation of the legal documentation and the support during a limited auction process.

We conduct for investors an individually tailored due diligence, we advise in connection with the development and implementation of the acquisition structure. This comprises the drafting, negotiation and execution of the legal documentation as well as the advice on equity and debt financing.

References:

  • Advice of international investor on the acquisition of logistic center in Northern Germany.
  • Advice of various investors (e.g. REIT, closed end and blind pool real estate funds) on acquisition and sale of office buildings (share and asset deals).
  • Advice of project developer regarding establishment of a joint venture with operator of special use building.
  • Advice of international investor on acquisition of a rehabilitation clinic.
  • Advice of Natixis on the acquisition of a portfolio of 35 office buildings sold by the city of Hamburg (sale and lease back).

Expertise

Corporate

CORVEL advises companies and entrepreneurs regarding all aspects of corporate law in particular limited liability companies, stock corporations and partnerships including group structures and holdings:

  • Identification of the appropriate legal form.
  • Incorporation of the entity (in particular drafting of the articles of associations).
  • General advice (in particular shareholders meetings and shareholder and board resolutions).
  • Restructuring measures (in particular equity capital measures, mergers, spin offs and reorganizations of holdings).

References:

  • Listed company on annual general meetings and several equity capital measures.
  • Ongoing general corporate advice of German subsidiaries of an international holding.
  • Advice of an international group of companies in connection with the restructuring of its activities in Germany.
  • Stock corporation controlled by municipality in connection with the squeeze out of minority shareholders.
  • Advice on the shareholder’s agreement of family owned group.