Integrated solutions

Hemmelrath & Partner advise entrepreneurs and decision makers, with cross-border transactions their core area of practice

 

A professional partnership of lawyers and tax advisors, Hemmelrath & Partner Rechtsanwälte Steuerberater offer
tailored solutions for decision makers. The firm provides full-service advice on complex projects and transactions such as mergers and acquisitions, company restructurings, private equity and venture capital, privatizations, structured finance and real estate as well as succession of enterprises and tax planning for high net worth individuals. The firm enjoys an excellent reputation for the high quality of advice it offers in the area of tax law. Superior legal and tax advice and a prompt personal service to its clients are the key elements in the firm’s approach. Teamwork is an essential part of the Hemmelrath & Partner culture while each partner takes responsibility for his or her tasks.
Hemmelrath & Partner stand for consistently high-quality work, an entrepreneurial approach which looks beyond the purely technical aspects and integrated teams which save costs and time both at the planning and the deal-making stages of a project.

Hemmelrath & Partner advise companies on all aspects of their daily business and is particularly renowned for providing first-class advice on restructurings, conversions and corporate transactions.

Corporate work and transactions are the core business of Hemmelrath & Partner, in particular in cross-border contexts. Such transactions have become more and more complex over the years. At the same time, client expectations in terms of quality and speed of documentation, negotiation and closing of deals have grown. Hemmelrath & Partner provides their clients with exceptional legal and business advice on a broad range of transactions such as share and asset acquisitions, disposals, mergers, buy-outs, joint ventures, strategic alliances and equity investments.

The firm does not only identify the problems and risks involved in a transaction but focuses on finding proper solutions that are suitable to the specific client’s needs and expectations. The extensive experience of its lawyers allows the firm to provide its clients with the appropriate advice, an extensive support throughout the entire acquisition or reorganisation process, the drafting of transaction documentation as well as the professional management of the deal from due diligence over negotiation through to signing and closing.

The firm’s extensive domestic and cross-border transaction experience is recognised in the market by multinational blue chips, mid-cap companies, banks, funds and other investors. Hemmelrath & Partner have advised on numerous transactions in various industry sectors, with a focus on telecoms, automotive, banks and financial services.
In recent years their transaction practice has been strongly extended to include Private Equity (PE) and Venture Capital (VC) transactions. Hemmelrath & Partner advise regularly on leveraged and management buy-outs (LBO / MBO) as well as, together with their tax team, on fund structuring. Together with its banking and finance team, the firm also provides advice on and implements sophisticated equity capital market investments, acquisition finance structures and refinancing. Hemmelrath & Partner’s comprehensive approach is the key to providing their clients with a full range of services at every step of a transaction project: legal and tax due diligence, drafting and negotiation of contracts, representation before the domestic and European anti-trust authorities, tax structuring and acquisition financing. The firm’s Corporate / Transaction team is supported by its teams of experts in complementary disciplines necessary to handle complex transactions such as tax, banking & finance, competition, labour, restructuring and litigation.

The firm’s finance practice covers a broad range of products and services from global loans via syndicated lending to acquisition financing, real estate financing and project financing, assistance in refinancing situations as well as tax structuring of funds. In addition, the firm provides advice on Capital Markets issues including stock exchange rules, financial instruments, provision of financial services, as well as compliance with listing and disclosure requirements for listed companies. Hemmelrath & Partner are also regularly involved in both debt and equity capital markets transactions acting throughout Europe, advising either issuers and institutional borrowers or banks and financial institutions. On initial public offerings and takeovers, the firm works closely with the colleagues of its Corporate / Transaction department.

Hemmelrath & Partner’s Acquisition Finance and Corporate / Transaction teams work hand in hand in order to provide integrated solutions taking care of all aspects of their clients’ corporate finance activities. The firm provides all types of acquisition finance structures, including senior and subordinated loans, mezzanine and bridge financing, high yield bonds, primary and secondary buy-outs as well as recapitalisations in order to ensure the funding for any type of transaction.

Hemmelrath & Partner’s real estate finance team comprises property, finance and corporate lawyers in order to offer its clients integrated and appropriate finance solutions with respect to the underlying real estate projects. Hemmelrath & Partner assist both real estate investors and banks in connection with the drafting and negotiation of loan agreements, their performance and, at times, the forced sale of the secured property or the pledged shares of real estate companies.

Hemmelrath & Partner offer both equity and debt capital markets advice. In particular, their teams have been involved in numerous IPOs and secondary offerings, acting mainly for issuers. In addition, the firm’s practice covers advice on compliance with stock exchange rules, listing and disclosure requirements, market integrity rules (use of privileged information and prevention of market manipulation) and provision of financial services across the EU. Hemmelrath & Partner’s tax practice covers all aspects of tax law and assists its clients, both companies and individuals, on their national and international tax issues. Their tax expertise and independence allow Hemmelrath & Partner to provide their clients with innovative and high end tax advice, targeted at its clients’ needs and expectations. Hemmelrath & Partner’s tax practice is traditionally one of the core areas of expertise of their professionals, and has gained an international recognition and reputation. Its experience enables the firm to assist companies with proactive tax planning in every area of tax law and, due to its international network within the MAZARS group, to implement worldwide tax optimisation strategies and tax planning schemes dedicated to its clients’ objectives. The firm constantly focuses on giving the most precise and personalised advice to its clients both on a country by country basis and globally. Hemmelrath & Partner provide their clients (mid-cap companies and international blue chips) with tax expertise covering the whole range of taxes and investment incentives: day-to-day issues, tax optimisation, group reorganisation, restructuring, tax planning, etc. They have developed a specific know-how in special industry sectors like food, pharmaceutical, automotive or the financial sector. Hemmelrath & Partner bring solutions to investors and management teams in the structuring of private equity and venture capital funds, by proposing adapted investment vehicles (regulated or non-regulated, tax transparent / tax opaque, carried-interest, VAT issues, etc.) Over the years they have developed a genuine expertise in the structuring of crossborder real estate funds, and they are thus able to propose, from the structuring and the investment phase up to the elaboration of an exit strategy, tax optimised and secured solutions by taking into consideration each type of vehicle specificities (closed-ended and open-ended funds, REITs, listed and non listed real estate companies, etc.). The tax and legal teams also provide integrated advice on real estate investments, both domestic and international: real estate financing, structuring investment vehicles (including real estate funds) and the taxation of the assets during their acquisition, operation and disposal.

Hemmelrath & Partner are one of the founding members of Marccus Partners, a combined international practice of lawyers and tax advisors. Four leading business and tax law firms in France, Germany, Italy and Spain share the same values of quality, independence, responsibility and integrity. All four firms have a long-standing experience in both domestic and international transactions, are thoroughly established in their home markets and are well connected worldwide. Marccus Partners have been elected Cross Border Law Firm of the Year at the ACQ Global Awards 2009 in London and have also been awarded the price of Entrepreneurial Firm in the section of Up and Coming Firms 2009 at the 8th Legal Trophies Ceremony in Paris. Marccus Partners work closely with “best friends” firms, in particular in the UK and the US, and with Marccus Alliance members throughout Europe, such as Pellicaan Advocaten (The Netherlands). They are also a network member of the international audit and accounting group MAZARS. In Germany, the respective services are rendered by MAZARS Hemmelrath GmbH Wirtschaftsprüfungsgesellschaft. In terms of assurance such services comprise statutory and voluntary audits of single and consolidated financial statements, limited reviews, special audits (according to Sec. 53 of the German Law on Budgetary Procedures, audit of assets in kind, etc.), expert opinions on prospectus assessment or arbitrator’s awards etc., certifications (e.g. for software) or conversion to international accounting standards (IFRS, US-GAAP). Internal audit, risk management and forensic investigation services cover support and completion of internal audits, analysis and optimisation of internal control systems, support in regulatory compliance, IT governance and IT security, forensic investigations into white-collar crime or consulting and expert opinions on claims establishment and enforcement. Further to that MAZARS Hemmelrath’s transaction services cover financial, tax and legal due diligence, in combined teams with Hemmelrath & Partner, transaction advisory services, carve-out consulting or purchase price allocation consulting. In addition corporate finance services, like business valuation, valuation of tangible and intangible assets, impairment tests, advisory for financial structuring and financial modeling are rendered to its clients as well as restructuring and recapitalisation services, such as business process analysis, action plan development and implementation, temporary management, project and task controlling or interest group moderation and mediation.