CLAYSTON HAMBURG

Labor Law

We are providing advice to enterprises, managers, and corporate officers concerningthe applicable individual as well as collective Labor Law, from the recruitment stage to leaving the company. Our team supports legal departments in any question pertaining to the existing employment relationships. We also are at your side at reorganization/restructuring procedures and complex personnel measures.

Our clients value us as pragmatic and humanly convincing counselors.

Commercial Law

Our competencies encompass

• designing and negotiating contracts, e.g. onsupply, distribution, commercial agencies, services, franchises, and cooperation.
• providing advice aboutthe international sale of goods law, especially the UN regulation (CISG), to import regulations, to the inclusion of INCOTERMS and General Terms and Conditions, and to warranty issues.
• providing advice regarding securing financing through bank guarantees and LoCs.
• filing claims abroad, and managing litigation before Courts and international arbitration tribunals.

Corporate Law / M&A

We are providing advice concerning

• the choice of the fitting corporate structure based on economic and fiscal points of view
• the preparation of company agreements, articles of association, manager employment contract
• the formation of subsidiaries/branches domestically and abroad
• the establishment of national and international group of company structures
• the preparation and conduct of shareholders’ meetings
• the prevention of liabilities of the management/executive board through compliance structures
• the enforcement or defense of shareholder claims in case of shareholder disputes
• the representation at the acquisition or disposition of a company through a share- or asset-deal
• the valuation of the company
• the performance of a due diligence
• the negotiation and conclusion of the company acquisition contract
• the establishment of a contract controlling system.

Inheritance Law / Succession Law

Prior to the actual occurrence of the inheritance

• Providing advice to the bequeather as a private person with regard to inheritance law, especially concerning.

  • various configuration scenarios in the context of last-will-dispositions
  • the exhaustion of tax-exempt amounts for bestowals by transferring assets during one’s lifetime
  • attend to the “emergency case provisions”by addressing the subjects General/Healthcare Proxy and Advance Directive/Patient’s Directive.

• Providing advice to the entrepreneur with regard to inheritance law, especially concerning

  • the avoidance of fiscal disadvantages in case of inheritance by exhausting the tax-exempt amounts through preempted succession and agreed upon usufruct rights.
  • the foundation of a family-owned company in order to preserve the assets
  • exploitation of tax advantages.

After the actual occurrence of the inheritance

• Providing comprehensive advice and support to heirs / group of heirs or persons entitled to statutory portions of the inheritance in the context of

  • acceptance or refusal of the inheritance
  • the division among a group of heirs
  • fulfilling the liabilities of the estate.

Medical Law

The Medical Law encompasses all legal regulations pertaining to the development, manufacture, and application of medical goods and services, and to research in this field. We provide advice especially concerning

• the law on healthcare professions, in particular to
    - panel physicians and dentists (statutory registration regulations),
    - pharmacists,
    - out-patient, partly in-patient, and in-patient nursing facilities,
    - providers of therapeutic appliances
  
• the contract and corporate law of the medical profession including designing contracts
• the professional law regulations of the medical professions, particularly the physicians, the pharmacists, and other healing professions.
• the law pertaining to pharmaceutics and medicinal products,
• the law pertaining to remuneration of the medical profession,
• the law pertaining to the private and statutory health and nursing care insurance,
• the law pertaining to the chief physician contracts,
• the law pertaining to hospitals including supply and equipment planning and financing,
• the law pertaining to medical treatments, especially the civil and criminal law liability of physicians.

Construction Law / Real Estate Law

Our competencies in these fields encompass

• the design and negotiation of contracts, e.g. with respect to properties, brokers, participations, real estate developers,
• the advice as to financing and implementing real estate transactions,
• the counseling of project developers as to the search for locations in Germany as well as to all questions about the renting, leasing, or acquisition of industrial properties or the disposition of same,
• the advice as to the law pertaining to construction contracts, architects, and engineers,
• the corporate structural measure, especially the fiscal optimization in advance of a real estate deal,
• the representation before public authorities as well as preparation of the public notary appointments,
• the counseling of commercial and private landlords concerning the management of their properties,
• the preparation of the homeowner community assemblies and the draft resolutions,
• the counseling of administrators concerning appropriate administrative services.

International Economic Law

• Drafting of trade agreements and purchase contracts
• Choice of law (inclusion of CISG, as the case may be)
• Choice of jurisdiction and arbitration agreements
• Selection of arbitrators
• Representation in and out of court in the context of international litigation
• Representation at arbitration proceedings
• Export and customs law
• EU and UN sanctions law
• Liability implications
• International tax law

Industrial Property Protection / IT

• Protection of intellectual property in an environment that is defined by digitalization and globalization
• Management of the property rights portfolio in the area of trademarks, design, and patents
• Global property rightsapplications
• Copyrights
• License agreements law
• Counseling and protection from copies in the context of competition law (UWG)
• Contract law concerning IT including preparing individual contracts and GTC
• Online/mobile business
• Data protection (GDPR)
• Telecommunication law and related services

Tax Law

• Tax support at enterprise transactions (M&A)
• Tax support at succession scenarios
• Operational tax optimization
• Taxes and asset planning (e,g, designing usufruct scenarios)
• Inheritance and gift taxes
• Tax dispute
• Company audit by tax authorities
• Criminal prosecution of tax offenses
• International tax law
• Voluntary disclosure

Redevelopment / Restructuring

• Performing due-diligence procedures up until the conclusion of the purchase contract
• Negotiation and implementation of corporate reorganizations
• Target-oriented negotiation of reconciliation of interests and redundancy packages
• Support at operational transitions
• Restructuring enterprises in and out of Court
• Preparing and attending insolvencies, liquidations
• Reviewing insolvency application reasons
• Designing reorganization concepts (IDW S 6) and insolvency plans
• Restructuring finances
• Securing and enforcing creditor rights
• Realization of securities
• Defending against claims (contestation, liability, damages)

Commercial Criminal Law

The Commercial Criminal Law encompasses the following fields and crimes:

• Criminal corruption acts:
  Bribery, corruptibility, accepting or granting undue advantages, corruptibility in the context to business transactions, bribery of foreign officials
• Fraud, subsidy fraud, investment fraud (§§263,264, 264a StGB)
• Embezzlement (§ 266 StGB)
• Criminal fiscalacts
• Bankruptcy (§283 pp. StGB)
• Criminal insolvency acts, e.g. delayed filing of insolvency (§ 15a para 4 InsO)

Our services encompass:

• Counselingenterprisesconcerning criminal matters
• Defending private individuals concerning criminal matters

Compliance

• Complianceriskanalysis
• Implementation and reviewing compliance management systems
• Compilation of a compliance rulebook (compliance guidelines)
• Compliance training sessions, in-house training (management, employees)
• Risk advice for executives and supervisory persons (anti-corruption)
• Implementation of an ombudsmanship and whistleblower systems
• Counseling on cross-border matters under foreign trade law (EU, Third Countries)
• Business partner due diligence
• Incident and emergency management

Banking Law / Capital Market Law

• Law on stock companies and transformation
• General shareholders’ meeting and corporation law (formation and continuous counseling)
• Corporate governance and compliance / corporate housekeeping
• Corporate actions and IPOs / counseling on financial products
• Financing of acquisitions / project and real estate financing / re-financing and loan structuring/ consortium loans / restructuring / insolvency advice
• M&A transactions
• Bank contract law and institutional bank law
• Financial supervision law / bank concession law inclusive of formation of banks as full package (certification procedure: BaFin, Landeszentralbanken, Deutsche Bundesbank, EZB, EBA & ESMA)
• FinTechs and InsurTechs (formation, financing, continuous counseling)
• Embargos and sanctions

Foundation Law

If you are planning to establish a foundation or a charity organization, we are ready to support you and clarify for you the following issues:

• Selection of the right non-profit legal entity
• Performing the validation process at the foundation oversight authority
• Obtaining the non-profit status
• Tax deductibility of the foundation deposit and donations to the foundation
• Separation of the non-material part from the operational partof the enterprise
• Permissible use of the foundation assets
• Utilization of foundation profits abroad
• Possible liabilities of the board members of the foundation
• Foundation now or in the event of death
• Purposefulness of the enterprise foundation

Data Protection Law (GDPR)

Supply Chain Due Diligence Act (LkSG)

What is the background to the Supply Chain Act? The Supply Chain Due Diligence Act (LkSG) is the first binding and sanction-proof framework with regard to respect for human rights and the environment in business practice.

The LkSG is part of the current trend towards corporate social responsibility (CSR) and environmental, social and governance (ESG). Many years of voluntary commitments have only led to inadequate results - therefore the LkSG is a legal consequence of these good governance objectives.

CLAYSTON is working with TÜV AUSTRIA to implement the requirements of the Supply Chain Due Diligence Act (LkSG). With our joint approach, we can ensure that suppliers respect human rights and protect the environment.

more about Supply Chain Act (LkSG)