, blog by Dr. Sebastian Maiß
“During the initial stage” explains Dr. Carsten Wettich, corporate partner at the law firm Berner Fleck Wettich which specialises in corporate law, “there is a risk that the founder will accept unfavourable provisions because these are claimed by investors and their advisors to be common in the market. The founding shareholders should, for example, upon the inclusion of further shareholders, grant them at the most drag along rights if these are linked to certain pre-requirements (e.g. a minimum sale price) and if they themselves have also been granted tag-along rights”.
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Düsseldorf, 26 Mai 2015 – On 13 May 2015, the ordinary general meeting of Dresdner Factoring AG resolved upon the transfer of shares held by minority shareholders to the majority shareholder abcfinance Beteiligungs AG, a holding company wholly-owned by abcfinance GmbH, Cologne, in connection with a merger of Dresdner Factoring AG into abcfinance Beteiligungs.
Berner Fleck Wettich is advising the management board and the supervisory board of Dresdner Factoring AG on this transaction.
As a result of this so-called squeeze-out merger, all shares held by minority shareholders will be transferred to abcfinance Beteiligungs AG against payment of appropriate cash compensation. Squeeze-out and merger will become effective upon entry into the commercial register.
A squeeze-out merger was resolved at the ordinary general meeting of Dresdner Factoring AG. As a result, the shares held by the minority shareholders will be transferred to the majority shareholder abcfinance Beteiligungs AG and Dresdner Factoring AG will be merged into abcfinance Beteiligungs AG.
Hengeler Mueller and Berner Fleck Wettich are advising on this transaction.
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The corporate law boutique Berner Fleck Wettich has been distinguished by the international law directory IFLR1000 – “The Guide to the World’s Leading Financial Law Firms” for its financial and corporate practice and has been listed in its annual ranking for M&A – Germany 2015.
Berner Fleck Wettich has been acknowledged for its corporate law practice as follows: “New boutique Berner Fleck Wettich is praised for its corporate law expertise. “Good qualified and experienced lawyers, who punctually complete their work,” says one client. […]”