Industries
In order to conduct proceedings successfully, industry expertise is required. We understand your business. Our clients in the energy sector, the engineering and plant construction business, the heavy industry, the chemical and pharmaceutical industries, and in the Industry 4.0 can confirm this. We also have extensive experience in corporate disputes, IP/IT, and consultant, manager, and financial advisor, liability.
Corporate Disputes
Mergers and Acquisitions
Corporate takeovers follow their own very specific economic and legal logic. Anyone who is unfamiliar with it cannot provide proper advice in this area. A lawyer must understand how to calculate the purchase price on the basis of balance sheets, how tax risks are allocated and what the seller’s disclosure obligations are. Anglo-American legal figures such as "Earn-Outs", "MAC clauses" or "Tax Indemnities" are often the starting point for disputes. Prof. Dr. Baumann's team has advised on many corporate takeovers and is thus familiar with the mechanics of such transactions. Today, this experience as transaction lawyers helps us to better understand M&A related disputes and to solve them efficiently.
Disputes between Shareholders
Disputes between shareholders often paralyse the operative business. This is particularly true in family-run medium-sized companies but also in large corporations, where predatory shareholders delay important structural measures by challenging resolutions adopted by the general meeting. Even more so than in other areas of law, it is important to resolve disputes quickly and efficiently so that the company can concentrate on its core business again. We have a great deal of experience in this area, ranging from providing legal advice to medium-sized companies to representing large publicly listed companies against challenges to resolutions passed at the general meeting. We also have experience in proceedings concerning the compensation of shareholders when the value of the company still has to be determined.
Mergers and Acquisitions
Below you will find a selection of cases we advised in:
- Representation of a seller in a DIS arbitration for alleged violations of its disclosure duties prior to the conclusion of a company purchase agreement
- Representation of several sellers in a DIS arbitration regarding the violation of disclosure obligations in a post-M&A dispute
- Representation of a private equity fund in a case concerning claims for damages in connection to balance sheet manipulation before a state court
Selected arbitrator appointments:
- Presiding arbitrator in a DIS arbitration concerning disputes arising from a share purchase agreement (claims arising from balance sheet guarantees, violations of disclosure obligations).
Disputes between Companies
Below you will find a selection of cases we advised in:
- Representation of an operating company of an offshore wind farm in connection with mezzanine financing in a DIS arbitration
- Representation of a company in a DIS arbitration as well as in parallel state court proceedings in a joint venture dispute and actions against resolutions
- Representation of a company in state court proceedings concerning the cancellation of shares in a limited liability company.
- Representation of an international trading company in an ICC arbitration concerning disputes arising from a joint venture.
Selected arbitrator appointments:
- Presiding arbitrator in an arbitration between shareholders concerning the violation of non-competition clauses and the incurrence of liquidated damages according to a penalty clause
Energy
In the past years, the energy sector in Germany and Europe has been marked by major structural upheavals as a result of market liberalisation and the transition from conventional to renewable energy. This has led to complex legal issues: Do long-term contracts have to be adapted? Who bears the technical, commercial and political risks for innovative large-scale projects? We have advised our clients on such questions in a solution-oriented manner, for example on the price adjustment of long-term supply or storage contracts, in legal disputes concerning the gas balancing system or in connection with the construction of offshore wind farms and solar plants.
Below you will find a selection of cases we advised in:
- Representation of a technology company in independent evidentiary proceedings for the delivery of allegedly defective photovoltaic systems
- Representation of an operating company of an offshore wind farm in a DIS arbitration concerning the construction of the wind farm
- Out-of-court representation of a company from the plant construction sector regarding claims arising from the supply of biomass power plants to Brazil and the arrangement of export guarantees
- Out-of-court representation of a supplier of turbines for an offshore wind farm against its suppliers for the delivery of defective bearings
- Representation of a supplier of "transition pieces" for an offshore wind farm against claims of the constructor of the wind farm, introduced inter alia in a DAB proceeding
Selected arbitrator appointments:
- Presiding arbitrator in an ad hoc arbitration concerning a price adjustment in a long-term gas storage contract
- Co-arbitrator in a DIS arbitration concerning a price adjustment in a long-term gas supply contract
- Presiding arbitrator in a DIS arbitration concerning distributions from the gas balancing system
- Co-arbitrator in a DIS arbitration concerning a price adjustment in a long-term gas storage contract
- Sole arbitrator in an ICC arbitration concerning the assertion of commission claims from assigned rights in connection with the development and sale of photovoltaic systems.
Chemical and Pharmaceutical Industry
The pharmaceutical and chemical industries are concerned with expensive long-term research, the results of which must be protected. Often disputes about the distribution of the products in foreign markets arise. In addition, the industry is becoming increasingly regulated, which gives rise to disputes with public law implications. We have handled many such disputes, for example concerning fair licensing conditions for central patents (FRAND-Licenses) or compliance with the REACH Regulation on the handling of hazardous chemicals.
Below you will find a selection of cases we advised in:
- Representing a German fibre optic manufacturer in an ad hoc arbitration against an Indian manufacturer of picture tubes in connection with the enforcement of claims under a license and use agreement concerning technological know-how
- Representation of several minority shareholders of a company in the aviation industry in a DIS arbitration concerning, inter alia, claims for damages for alleged violations of environmental and chemical regulations, in particular the REACH Regulation.
- Representation of a company against suppliers claiming damages after an environmental incident on the company premises
Selected arbitrator appointments:
- Sole arbitrator in an ICC arbitration concerning a licensing dispute
- Presiding arbitrator in an ICC arbitration concerning disputes between two companies from the pharmaceutical industry in connection with, inter alia, license agreements
Mechanical Engineering and Plant Construction, Heavy Industry
In mechanical engineering and plant construction, most disputes have a technical background. Here, technical responsibilities decide the legal dispute more than legal details. The lawyer's task here is to understand the technical issues and to process them in such a way that an arbitral tribunal or a court develops the necessary technical understanding. In these cases, the lawyer becomes the translator between engineers and judges. We are well versed. From foundries to blast furnaces and glass smelters, from marine propulsion systems to power stations and rail vehicles - we like technology and conduct corresponding disputes with the necessary know-how.
Below you will find a selection of cases we advised in:
- Representation of a foundry and industrial holding company against alleged quality problems of the melt from an external cupola furnace for products made of alloyed and unalloyed spheroidal graphite iron
- Advising a passenger train manufacturer on the delivery of defective train windows
- Representation of a fibre-optic cable manufacturer in connection with damages to a glass melting furnace due to a faulty tempering process
Selected arbitrator appointments:
- Presiding arbitrator in an ad hoc arbitration concerning claims for damages and compensation for works performed in connection with the delivery of a cooling system for a nuclear power plant
Industry 4.0 and IT/IP
We also have experience in the area of Industry 4.0. The future project for comprehensive digitalisation is often already present and in case of conflict we can advise you on this at the highest level.
We have experience in disputes concerning complex automation and software projects. Here too, our task is to make the case tangible for your decision-maker by means of comprehensible pleadings. This is our daily business. When it comes to disputes concerning the licensing of industrial property rights, we are the right partner for you. The interpretation of licensing conditions, for example, has been the subject of several proceedings we have handled.
Below you will find a selection of cases we advised in:
- Representation of a technology company in a DIS arbitration for claims arising from a software development and implementation contract against an IT provider
- Representation of a company in connection with an allegedly faulty automation software for programmable logic controllers
Manager and Consultant Liability
Management, the Executive Board and the Supervisory Board are increasingly exposed to liability risks. If the company is doing badly and incurs losses, one must ask if this was caused simply by the realisation of inherent business risks or if personal misconduct is involved. External consultants, such as investment bankers, auditors or lawyers are increasingly being called upon for recourse as well.
We are well versed. We understand the business judgement rule, understand economic decisions and also know that, in retrospect, not every negative development can be attributed to a management failure. In addition, such legal disputes are to a high degree carried out in and influenced by the public, in particular through media coverage. And with the D&O insurance / liability insurance there is always a third party at the negotiating table whose interests must be taken into account.
We have handled major legal disputes in this area which have attracted attention throughout Germany.
Below you will find a selection of cases we advised in:
- Out-of-court representation of a chairman of the supervisory board of a company from the European gambling industry in an action against the former executive board for possible breaches of duty in connection with the acquisition of international gambling licenses
- Comprehensive advice to the supervisory board of a company in the defence industry in connection with compliance violations and the assertion of claims for damages against former board members and employees
- Comprehensive advice to the supervisory board of a company from the plant construction sector following an internal investigation and the assertion of claims for damages and claims against a D&O and fidelity insurance
- Representation of a lawyer concerning the allegation of facilitating the embezzlement committed by a client
- Representation of a law firm concerning its analogous liability for allegedly tortious acts committed by a (sham) lawyer
- Representation of a company against a tax consulting company due to incorrect advice
- Representation of a company against an auditing company for claims arising from consultant liability
Financial Advisor Liability
We take over the procedural representation of our clients if they are accused of giving incorrect advice when finalising complex financial transactions. We are also the right contact for our clients in all other disputes in connection with banking transactions and capital market law. Furthermore, we are familiar with mass proceedings and their handling.
Below you will find a selection of cases we advised in:
- Representation of an issuer of ship funds against a large number of investor actions for prospectus liability and incorrect financial advice
Maritime Economy, Logistics and Transport
The port of Hamburg is the largest seaport in Germany. As a locally based law firm, we are of course also familiar with the maritime economy.
Our clients include shipyards, suppliers and shipping companies. Whether it is the delivery of ship propulsion systems, the operation of ships according to the principles of good seamanship or an accident in the port - these are no unknown waters for us.
Below you will find a selection of cases we advised in:
- Representation of a European publishing house in a number of court proceedings against former executives and service providers in connection with a fraud scheme in the logistics sector of the company
- Representation of a manufacturer of ship propulsion systems in a state court proceedings concerning the total failure of the slewing bearing
- Representation of a supplier of ship propulsion systems against a shipyard claiming damages caused by a delay in the acceptance of a cruise ship
- Representation of a company based in the port of Hamburg for damages following a maritime accident