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Our expertise

Business Law

Corporate law

Our advice in corporate law includes, inter alia, the formation of all common types of companies (GmbH, UG (haftungsbeschränkt), Aktiengesellschaft, OHG, GmbH und Co. KG, SE), the drafting of all formation documents (e.g. articles of association/articles of incorporation, bylaws, service agreement managing director/board of directors), acquisition/disposal of participations and companies (mergers&Acquisitions), assistance in shareholder changes, restructuring, conflict resolution (out of court and in court as well as in arbitration proceedings) in case of disputes of shareholders or managing directors and liquidation of companies.

Mergers & Acquisitions

We assist our clients in the context of national and international acquisitions and mergers. We offer legal and technical support in upstream due diligences, handling of the mostly virtual data rooms as well as negotiation and conclusion of all necessary contracts, such as letters of intent, non-disclosure agreements, purchase agreements, participation agreements. Together with tax advisors, auditors and foreign law firms from our network or the environment of our clients, we offer legal support
from the idea to the completion.

Commercial law

In commercial law, we advise companies in their day-to-day operations on all issues of legal relevance. It is not uncommon for us to assume the function of an external legal department and to be the direct contact for purchasing and sales. In doing so, we provide support in questions of contract drafting, in the examination, evaluation and avoidance of legal and commercial risks and, of course, also in the defense or enforcement of rights and claims. Through our international network, we are also able to provide targeted and comprehensive advice on cross-border issues.

Distribution law

In the field of distribution law, we advise companies on the establishment and optimization of distribution structures and provide support in the restructuring, expansion and new construction of distribution and sales channels, both offline and online (e-commerce).
In addition to the common distribution systems (commercial agents, franchises, licensees, specialized and authorized dealers, etc.), we focus in particular on distribution antitrust law and the restrictions there.

Corporate Compliance

We advise companies and company management on corporate compliance with the aim of achieving and maintaining a corporate organization that meets the plethora of legal and other requirements. After a joint analysis of, for example, the areas of product liability, know-how/trade secrets, governance, contract management, antitrust law, corruption prevention, AGG regulations and data protection, we develop or optimize compliance structures, including whistleblower systems and whistleblowing. In addition, we act as external compliance contacts.

Company & asset succession
Handing over a company or assets to the next generation is a special challenge. Success is measured not only in terms of key economic figures, but also in terms of whether family peace is established. And the succession plan is sometimes complex and consists of various documents. It should also be planned as early as possible.
We offer contingency plans that can be implemented immediately, and we work with our clients to develop succession solutions and draw up wills, inheritance contracts, prenuptial agreements, gift contracts and partnership agreements, including the formation of family, pool or holding companies.
Industrial property protection
In more and more sectors of the economy, intellectual property is the basis of corporate success. The protection of intellectual property is therefore of fundamental importance. Our advice in intellectual property law covers the entire field of intellectual property (trademark, patent, utility model, design and competition law). In particular, we support our clients in the establishment and protection as well as the exploitation and enforcement of intangible property rights.
Real estate & commercial tenancy law

We advise our clients in all matters relating to real estate. In particular, we provide support in the construction, acquisition and sale of real estate, real estate management and real estate leasing.
Our range of consulting services is aimed at clients with large real estate portfolios as well as clients with individual properties.
Our activities in the field of real estate acquisition include assisting in contract negotiations, conducting due diligence and drafting contracts.
In the field of commercial tenancy law, we review and draft tailor-made commercial tenancy agreements, in particular taking into account increasingly far-reaching legal restrictions on form tenancy agreements, and provide support in contract negotiations, terminations or questions in the case of ongoing tenancy, such as maintenance, defect rights, operating cost accounting, structural measures or protection against competition.

CONTRACT DESIGN

Contracts are our trade. Our contract drafting (also international and multilingual) covers, among other things, contracts under company law, such as articles of association, rules of procedure for the board of directors/management, company contracts, investment contracts, investor contracts, purchase and assignment contracts for investments, framework contracts for purchasing and purchasing conditions (GTC), framework contracts for sales and sales conditions (GTC), contracts for the protection of confidential information and business secrets (non-disclosure agreements), commercial rental and lease contracts for premises, equipment, facilities and operations.

Startups

The promotion of start-ups is a matter of concern to us. Our legal advice includes, among other things, the initial consultation of those wishing to found a company, reviewing/consulting on business plans and pitches, founding all common types of companies (GmbH, UG (haftungsbeschränkt), Aktiengesellschaft, OHG, GmbH und Co. KG), investment contracts, investor contracts, consulting/designing/negotiating financing rounds and investor meetings, drafting all common operational contracts, selling investments and companies.
We cooperate with Heidelberg Startup Partners e.V.
. We also see ourselves as advisors, coaches and business partners.

Labor law

Labor law 24/7

We advise and support your company in all labor law issues of day-to-day business, in challenging special questions and far beyond - from A as in employment contract to Z as in reference. Whether as an outsourced employment law department of your company, as an extended "workbench" of your HR department or as selective support for special employment law issues, processes or projects: With our team of experienced employment law specialists, we offer you customized advice and support tailored to the specific needs of your company.

Work 4.0, New Work and Mobile Work
The working world is becoming more international, digital and mobile. Companies, tasks and work processes are changing. Mobile work, workation, trust-based working hours, scrum and matrix structures are current buzzwords. New Work presents not only companies but also employees with various challenges, but also offers many opportunities. On the way from the old to the new world of work, various labor law issues have to be considered and implemented in a legally sound manner. We advise on all strategic and practical aspects of New Work and accompany our clients on their way to legally compliant digitalization.
Employment contract design
The legally secure, customized and, above all, up-to-date drafting of employment contracts is a core element of our cooperation with HR departments. Hardly a year goes by without contract-relevant rulings by the labor courts or legislative activities such as the Verification Act. We review the sample employment contracts currently used by companies and identify any need for updating or simplification. In addition, we also draft supplementary agreements as well as bonus and bonus arrangements.
Works Council, Staff Council and Arbitration Board
The co-determination rights of works councils and staff councils bring with them a multitude of challenges, but also opportunities. In order to make the best possible use of these, it is crucial to set the right goals and conduct negotiations in the right way. The development of a negotiation strategy that takes into account the different interests and expectations is an important part of our consulting services. Due to the individual composition of each committee as well as the industry-specific characteristics, we work together with our clients to develop individual, goal-oriented and legally secure solutions. We also enforce the jointly determined negotiation strategy in the conciliation board and by way of resolution proceedings.
Compliance, whistleblower protection

The topic of compliance has also become indispensable in the HR area. Be it regarding employee data protection, liability risks of managing directors, board members and supervisory or administrative board members, threatening loss of reputation in case of violations or the co-determination rights of the works council. By advising on the design, implementation and maintenance of compliance structures, we reduce liability risks for executives and companies. In doing so, we pay particular attention to current legal developments such as the separate legal protection of whistleblowers, which requires appropriate implementation in the company.

Privacy
The workplace of the future is mobile, digital and agile. In this context, the efficient and legally compliant collection and processing of data is an integral part of value creation in the company. Nevertheless, the introduction of new IT-based production or working methods sometimes encounters considerable concerns within the workforce, employee representatives and data protection officers. In addition, the General Data Protection Regulation (GDPR), which came into force in 2018, sets a strict legal framework and presents companies with new compliance challenges. We provide competent and practice-oriented advice at this crucial interface between employment law and data protection law.
Deployment of external personnel
The use of external personnel has become a minefield in terms of labor law. We analyze the status quo in companies, identify legal risks and recommend legally compliant implementation measures. We ensure that contract negotiations and agreements with service providers, staffing agencies, customers, employees or freelancers are in the best interests of the company. In doing so, we also pay attention to maintaining the complex official participation requirements in order to avoid risks. In order to avoid bogus self-employment and covert employee leasing, we design practical contract models, in particular on the basis of service and work contracts. In addition to the drafting of contract and activity models, we take on in particular the correspondence with the responsible social insurance agencies, tax offices, employment agencies and law enforcement agencies.
Executives and members of governing bodies
With our expertise in employment law, we support managers, executives and board members in their professional environment. The focus is on the appointment and establishment of the contractual relationship as well as on the respective structure and its termination. In addition to safeguarding our clients' own legal rights and specific protective rights, we also design bonus systems. In doing so, we work in an interdisciplinary manner within the firm, especially in the area of the interface with corporate law.
Trade secret protection
Legally compliant protection of trade secrets is essential for companies. Company know-how must not be leaked to outsiders or even competitors, either by employees or through IT vulnerabilities. At the latest since the Trade Secrets Act came into force, the protection of trade secrets has become a management and compliance task. Companies can prevent the leakage of secrets by means of correspondingly clear guidelines and contractual regulations. We also work in this area on an interdisciplinary basis, defining with our clients the trade secrets to be protected and designing appropriate confidentiality measures.
Termination procedures and separation management

We advise and assist our clients in all areas of termination law, both in and out of court. If a company is forced to part with employees, termination is not the first choice. If possible and economically feasible, we prefer to work with our clients to draft a quick and amicable termination agreement. Nevertheless, we know the tricks of the trade of termination law from years of legal practice and advise and assist personnel departments in the preparation and implementation of terminations for operational, behavioral and personal reasons.

M&A, business succession

In the context of national and international corporate acquisitions and successions, we take into account the relevant employment law provisions in close coordination with our corporate law department. We conduct the necessary labor law due diligence on both the seller's and the acquirer's side, analyze and evaluate personnel-related cost risks, conduct negotiations with employee representatives, and prepare the information letters and contractual documents required under Section 613a of the German Civil Code (BGB).

Public employers & privatization
For many years, we have been advising numerous public sector entities at federal, state and municipal level on employment and staff representation law. We are therefore very familiar with the particularities of public service law (in particular the TVöD) and the labor law implications of the privatization of public sector entities.
Downsizing & Restructuring

Restructuring is often associated with staff reductions and therefore generally requires a legal analysis well before it is actually implemented. Within the framework of a jointly developed strategy and legal formulation of the entrepreneurial decision, it is important to reconcile the actual existing interests with what is permissible under labor law in the best possible way. A view of the big picture is essential here. In addition to litigation to protect against dismissal, we represent our clients in negotiations with the works council, in the conclusion of reconciliations of interests and social compensation plans, and in the filing of mass dismissal notices.

Recruiting, Onboarding
In times of a shortage of skilled workers, successful, effective and also courageous recruiting has become an important component of successful HR work in the company. We support our clients in the legally compliant implementation of modern and digital recruiting structures. In particular, we identify and minimize risks in the areas of data protection, personal rights and anti-discrimination.

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Address

Römerstrasse 245
69126 Heidelberg

Contact

info@pbc-legal.de
+49 6221 405770

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