News and Press

Latest press releases, news, Newsflashes and Recent Transactions - tkslegal Berlin

 

Thomas speaks to US based Law.com International on big law firms` prospects in and outbound from the Bavarian capital

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This interactive map will provide you with an insight into how the Covid-19 pandemic is affecting other IBA members across the world. Hear from members in different jurisdictions outlining their personal experiences and legal issues of concern to them at this time.

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Thomas has talked to Polly Botsford about his view on the two latest German court decisions about legal tech regarding smart-law and wenigermiete.de. As since 2011 more and more start-ups try to enter the legal market a core question arises: to what extent should only a legal professional be able to provide certain services. If you want to find out more about Thomas’ view on that topic.

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On in late spring 2019 Thomas kindly hosted a delegation of Irish lawyers including the former president of the Irish chamber of lawyers Adrian Bourke. The group discussed the recent influences of Brexit on Germany reflecting the views to a post-brexit perspective.

Topics were inter alia the possible transformation of Limiteds and LLPs in Germany, the influence on the trade of goods or the uphold of the Erasmus program as well as tuition fees and the way the public debate was held before the referendum took place. Despite the seemingly frantic talks in greater public media the talk worked quite, steady and rational.

The group came to the conclusion that a clear picture is not easy to be draw as the overall process between parliaments and governments is fluid and flexible. Though that uncertainty has already lead to some outcomes such as the move of the financial sector in London. What remains clear is that the overall results of Brexit shall not hinder the connection and exchange between the people of the different countries as seen with this talk.

On Friday the 22nd of March 2019 Thomas kindly hosted a delegation of Irish lawyers including the former president of the Irish chamber of lawyers Adrian Bourke. The group discussed the recent influences of Brexit on Germany reflecting the views to a post-brexit perspective. Topics were inter alia the possible transformation of Limiteds and LLPs in Germany, the influence on the trade of goods or the uphold of the Erasmus program as well as tuition fees and the way the public debate was held before the referendum took place. Despite the seemingly frantic talks in greater public media the talk worked quite, steady and rational.

The group came to the conclusion that a clear picture is not easy to be draw as the overall process between parliaments and governments is fluid and flexible. Though that uncertainty has already lead to some outcomes such as the move of the financial sector in London. What remains clear is that the overall results of Brexit shall not hinder the connection and exchange between the people of the different countries as seen with this talk.

tkslegal Berlin supports as Host Committee Firm the annual IBA European Start-up Conference on its premiere in Berlin

On 22nd of November this year Berlin hosted the third European Start-Up Conference of the IBA for its first time. Kindly presented by the IBA European Regional Forum and supported through the Closely Held and Growing Business Enterprise Committee, it took place at the EUREF Campus being one of the start-up hubs in Berlin. While formerly hosted in London the turn to Germans capitol becoming the center of a European start-up development is strengthened. The timing could not have been better, as the Siemens AG just recently announced to return to its roots in “Siemensstadt” to set up an innovation campus taking an investment commitment of about 600 million euros.

With the EUREF Campus and Adlershof, Siemensstadt forms a triangle of start-up development centers. As tkslegal Berlin we work with start-ups from all over the world including the formation and registration of companies. On their way of innovating and contributing to our society we want to support founders. Therefore, and as a Member of the Host Committee tkslegal Berlin was one of the supporting hosts.

JUVE reports on support of tkslegal Berlin for Erwin Hymer Group in its international acquisitions of Canadian Roadtrek and British Explorer Group.

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Taking place from 7-12 October 2018, the IBA Annual Conference is the premier conference for legal professionals worldwide to meet, share knowledge, network, build contacts and develop business relationships.

Don't just take our word for it. Here are some reasons why our delegates attend the IBA Annual Conference:

"It's been extremely important for me to have a global network. I have connections, good friends and colleagues from all over the world which I need for my business."
Thomas Kaiser Stockmann, tkslegal Berlin, Germany

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AcadeMedia, the north European market leader in educational services, acquired the German preschool company Step Kids Education GmbH (StepKe), running an expanding number of daycare facilities in North Rhine-Westphalia and Brandenburg. tkslegal Berlin has advised StepKe in the transaction.

Step Kids Education sold to AcadeMedia

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Erwin Hymer Group AG & Co. KG (EHG), the largest manufacturer of caravans and motorhomes, has acquired The Explorer Group Ltd., near Newcastle (England), with more than 400 employees. tkslegal Berlin has advised EHG in the transaction.

Erwin Hymer Group acquires The Explorer Group Ltd in England

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video: 2nd IBA Global Entrepeneurship Conference

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Der deutsche Wohnmobilhersteller Hymer übernimmt seinen kanadischen Wettbewerber Roadtrek und tritt damit als erster europäischer Hersteller in den umkämpften amerikanischen Markt ein. Hymer kauft alle Anteile an der Roadtrek Motorhomes und ihrer US-Tochter. Verkäufer ist die Private-Equity-Gesellschaft Industrial Opportunities Partners (IOP). Über den Kaufpreis wurde nichts bekannt....

Bild: Management Team EHG North America M. Brandt T. Kaiser Stockmann A. Weller

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Having its origin in the USA, crowdfunding has become a real alternative to traditional ways of investment, as it has expanded all around the world. The advantages are obvious: lending decisions are made much more quickly, the terms of diverse offers are more flexible and the default rate is increasing compared to conventional ways of getting a loan. Therefore the USA as well as the UK in Europe have already introduced new regulatory structures, in order to enable the upcoming market to benefit from its novel structure, rather than boxing crowdfunding- as well as crowdlending-platforms and -systems into existing, domestic legal structures.

Together with a number of IBA-colleagues I have contributed to the following text about how crowdfunding finds its way through common ways of assets.


Find out about the risks and new approaches crowdfunding has to face and what will change in the following years. Tell me what you think about it and the possibilities one could use by introducing new regulatory structures in a national or even supranational context.

Best as always
Dr. Thomas Kaiser - Stockmann

Roller

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Der Berliner Standort der skandinavischen Kanzlei Magnusson unter Leitung von Dr. Thomas Kaiser-Stockmann (55) wird zu TKS Legal: Die Umfirmierung erfolgt zum Juli. 2013 hatte Kaiser-Stockmann für Magnusson in Berlin eröffnet, zuvor hatte er dort den Standort der schwedischen Großkanzlei Mannheimer Swartling aufgebaut.

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The Berlin office of Swedish firm Magnusson has split off into an independent boutique, just two years after forming.

The boutique, tkslegal, will be led by Magnusson's Berlin managing partner Thomas Kaiser-Stockmann. He is taking eight members of staff, including a lawyer, trainees and paralegals with him to the new venture.

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Thomas Kaiser-Stockmann fortsätter på egen hand under namnet tkslegal.

Efter två och ett halvt år som en del av Magnusson International Verein bryter sig Berlinkontoret loss och fortsätter på egna ben. Thomas Kaiser-Stockmann med anställda kommer i fortsättningen bedriva verksamheten under det nya bolagsnamnet tkslegal, skriver byrån i ett pressmeddelande.

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Newsflash

tkslegal Berlin regularly releases a Nwsflash on hot topics and recent changes in the German legal field. Subjects usually covered are corporate, M&A and real estate law. The newsflashes are aimed at providing a practical overview to relevant legal situations, and have been prepared keeping international readers in mind, who don’t necessarily have prior knowledge of German law.

If you wish to subscribe to receive the newsflashes by email as soon as they are released, please enter you email address here and click submit.

How it used to be

Sustainability has become a key topic in society as well as in business in the past few years due to the impending danger of climate change. For that reason, it is of upmost importance that companies practice a sustainable way of conducting themselves. For long it has not been compulsory to document any processes of business procedures relating to sustainability. Therefore, there was not much transparency in for example the sustainability performance of supply chains. Which led to a bigger probability of Greenwashing. Adding to that, fossil fuels could be bought by a cheap price, so companies did not have to watch their co2 emissions. Generally, sustainability just was not much of a priority. With the uprising discussions about climate change, however, the legislator has meanwhile noticed this problem. And has set up new important rules to ensure sustainability within businesses. Which have to be seen also in light of the recent judgement by the Berlin-Brandenburg Higher Administrative Court against the Federal Government to adopt additional immediate measures to reduce greenhouse gases from traffic and buildings.

What is new

The four most important legislative developments as to sustainability performance impacting also the German Mittelstand are considered to be the Corporate Sustainability Reporting (CSR) – Berichtspflicht (Corporate Sustainability Reporting Richtlinien and Corporate Sustainability Reporting Directive), the Lieferkettensorgfaltsgesetz (LKSG), EU-Taxonomieverodnung and co2 pricing through the Brennstoffemissionshandelsgesetz (BEHG). Even though all of these rules are directed against bigger companies, they will also play an important role in the development of Mittelstand businesses. Consequently, it will be necessary for small and medium-sized enterprises (SME) to understand these new rules, as they will influence their growth and may also be directly applicable to them soon.

CSR Berichtspflicht

Large corporations are obligated to measure their sustainability performance. Large companies according to this norm are considered to have more than 500 employees and a sales volume of more than 40 million euros or total assets worth over 20 million euros. Also, banks, insurance companies and funds, listed and non-listed, fall into this category. However, small and medium sized companies are affected by this indirectly, because as a supplier they have to fulfill requirements of the large companies. Besides, as of 1 January 2026, capital market orientated SME will have to meet these requirements.

Lieferkettensorgfaltspflichtengesetz LKSG

This law states clear requirements for due diligence obligations and supply chain management. Covered are Germany based companies with more than 3.000 employees. But as an essential part of the supply chain, SME will also have to comply to the rules. Otherwise, the SME will be economically jeopardized, because larger companies, as well as the various German public entities, will not demand their services anymore. It can be expected that the requirements to fulfill this norm will be lowered over time. From 2024 onwards companies with over 1000 employees will already fall under the rules of the new law.

EU-Taxonomieverordnung

This norm has set up certain requirements which need to be fulfilled for a company to market their products or services as sustainable. For example, a product or service must support a declared environmental goal without harming any other environmental goal. The EU-Taxonomieverordnung has been in force since 2022 and it has constantly be expanded, for example by adding other environmental targets. A company can provide a non-financial statement, in which it describes the impact its product or services have on environmental and social issues. This is supposed to prevent greenwashing. Affected by this are banks and capital market orientated companies with more than 500 employees. Smaller companies may also be affected, because the obtaining of a loan today is generally linked to the company`s sustainability performance. For a property to be considered taxonomy-compliant, a primary energy requirement of at least 10 per cent below the national values of the nearly zero-energy building standard is required. The values of the Building Energy Act, which came into force on 1 November 2020, are applicable to this end.

co2 Pricing through Brennstoffemissionhandelsgesetz (BEHG)

The BEHG taxes co2 emissions through fossil fuels with 35 euros per ton. This affects particularly companies in the sectors of transport, energy efficiency and energy procurement. In 2025 the price will go up to 55 euros per ton. This results in an increase in federal tax. Climate-friendly behavior is supported by subsidies.

What does it mean for the future

The different rules and procedures as described will create the basis of the practice of sustainability for larger and smaller businesses in Germany. Though directed at present towards large enterprises only, it can be expected that over time the prerequisites will be lowered to also affect SME. Besides, by being an integral part of for example the supply chains themselves, the German Mittelstand is already influenced by the new norms. Whilst these new rules have been described as annoying obligations by some lobby organizations, they are in reality a crucial step towards a greener way of living for all of us. They should therefore be welcomed, as certain countries including Germany are moving forward with the creation of so-called coalitions of the willing also on the environmental sustainability front. As a key instrument to combat climate change, and to present a planet intact also for the next generations.

tkslegal Berlin is a German boutique law firm and notarial office, with a focus on corporate/M&A and real estate transactions. Please feel free to contact us with any questions or comments.

How it used to be

Like in most European liberal democracies, there has traditionally been little restriction as to foreign direct investment (FDI) in Germany. This did not change even after the illegal invasion of the Crimea by the Putin regime in 2014 and the levelling of the Belt and Road Initiative by Xi Jinping`s China.

The control of FDI within the EU was left to the individual member states, until the so-called Screening Regulation (EU Regulation 2019/452 of 19 March 2019) came into force to enhance investment control in member states. In Germany, the new regulations tightened the standard of scrutiny for investment audits under the Foreign Trade and Payments Act (Außenwirtschaftsgesetz, AWG).

The new of the AWG Regulation (Section 55a AWV) introduced in 2021 lists 27 sectors that fall within the scope of cross-sectoral audit. This includes critical infrastructure, telecommunications, artificial intelligence and since the pandemic also medical products.

The factors that trigger investment control have been broadened to include certain thresholds of voting rights in companies (10 to 25 percent for cross-sectoral control and at least 10 percent for sector specific control), as well as acquisitions with atypical control and asset deals structures.

With still historically low interest rates, 2021 has also in Germany seen a record M&A year, with investors carrying out more and especially larger transactions.

What is new

For Baby Boomers and generation Z alike, geopolitical developments have hardly been perceived as risk factors. This changed abruptly with the Russian invasion of Ukraine following the pandemic in February 2022; and unprecedented inflation as well as rising interest rates to the global economy and investors alike.

The Mergers & Acquisition market in Germany in 2022 has reflected this uncertainty: In total, a transaction volume of EURO 107 billion has been reported, corresponding to a decline of one third to the previous year. While the number of transactions remained stable with 169 deals with a value of at least EURO 10 million. This missing of large transactions seems to continue throughout 2023, with the acquisition of the Viessmann pump heat business by US Global Carrier for EURO 12 billion as the largest transaction year to date.

The EU in late December adopted Regulation 2022/2560 on foreign subsidies distorting the internal market. The regulation has set new rules for foreign companies in M&A and public tenders in Europe. It empowers the Commission to investigate financial contributions received by EU companies from non-EU countries/entities and to counter any distortions of competition that may arise as a result.

The application of the new FDI rules by the German Government as to the strategic interest of Chinese state shipping company Cosco in the Hamburg container terminal caused considerable debate in spring 2023. On 10 May the acquisition was finally approved for 24,9 percent of the shares (just below a 25 percent blocking minority), instead of the 35 percent originally sought by Cosco. The Federal Office for Information Security (BSI) had earlier classified the terminal as critical infrastructure requiring special protection. Critics still believe that the Chinese state will gain too much influence over the port and point to earlier Chinese takeovers of German Mittelstand "hidden champions" as early as 2016, when KUKA Robotics in Augsburg was acquired by Chinese Midea. The City of Hamburg meanwhile is progressing with the envisaged sale of 49,9 percent of the shares of the overall Hamburg Harbor Company (HHLA) to Geneva based Mediterranean Shipping Company (MSC), in order to improve its standing and competitiveness against Rotterdam and Antwerp. Where no issues of FDI are at stake.

What does it mean for the future

The proclamation of a "relationship of trust" as thought by then chancellor Angela Merkel only three years ago, today feels like from a different time. It has been replaced by a long awaited strategic paper on how to handle ties with China announced by the Foreign Ministry on 13 June 2023. While China shall remain a partner, the new doctrine underlines its role both as a competitor and a systemic rival for Germany. The goal is not to decouple from China, but to avoid critical dependencies and thus minimize risks in the future. Also, a Communication on Economic Security Strategy was published in conjunction.

The EU Commission in the meantime has announced that it will examine the introduction of instruments to control outbound strategic foreign investments. And the US and its democratic allies in the West and the rest of the world on the recent G20 Summit finally announced their own huge investment scheme to improve railway and shipping links between Europe, the Middle Eat and India. While Italia as the only EU country, that had earlier joined the belt and road initiative of the Xi Jinping regime, formally decided to opt out.

In today`s world, where larger and smaller autocrats are aiming to line up, it is of paramount importance that the rule of law is defended not only in our Western democracies but anywhere on this planet. In the M&A context that means, investors and their advisers have in addition to merger control also to consider and apply the increased FDA rules and procedures. For Germany this applies in particular to the engineer and technology driven Mittelstand companies with their often not sufficient succession planning, which will continue to make up for the core of the future M&A transaction market here. The cork footbed manufacturer Birkenstock may be seen as an example for the potential of such companies. With rotes dating back to 1774, the family departed in 2021 while the company was last week announced to enter the New York exchange for an estimated value in the range of EURO 8 billion.

tkslegal Berlin is a German boutique law firm and notarial office, with a focus on corporate/M&A and real estate transactions. Please feel free to contact us with any questions or comments.

How it used to be

Whereas courts and attorneys in Germany are somehow behind their European colleagues, recent developments put German notaries in the pool position to elevate the profession to the next digital level. Traditionally, clients had to be physically present at the notary office for the formation of companies, transfer of shares and real estate, as well as further notarial services. Only small steps towards digitalization had been achieved in the past. Notably the implementation of a personalized encrypted online communication within the profession for all Rechtsanwälte and Notare (organized by the Federal Chamber of Notaries also for all attorneys, after the project of the Bundesrechtsanwaltskammer had consistently failed). Also, since January 2022 all deeds in a notarial district have to be filed with a central electronic archive. With the general acceptance of video conferencing and the like during the pandemic, the German legislator eventually decided to make better use of the tools and possibilities provided by the EU Digitalization Directive (2019/1151/EU).

What is new

As a response and since 1 August 2022 , it is now possible to establish a GmbH and its little sister, the UG (Unternehmergesellschaft), online for cash contributions. The shareholder resolutions passed in the course of the formation, the appointment of the first managing director(s), and the application to the commercial register can be certified online. So it is no longer necessary for founders to appear at the notary office in person. Which is a great advantage for corporate and start-up regions such as Berlin and Munich alike. The normally reserved Federal Chamber of Notaries enthusiastically commented the start of the notarial online procedure as a “milestone in digitalization”.
In review, two pieces of legislation have enabled the online progress: The German Implementation Act for the Digitalization Directive from 13 August 2021 (DiRUG), and the Amendment Act (DiREG) wich will be coming into force later this year. While the DiRUG has provided for the basis of the online notarization procedure, the DiREG will extend the scope to in kind contributions and to others company forms such as the larger Aktiengesellschaften.

How does it work

Online notarization is only permitted via an online platform using the video conferencing system of the Bundesnotarkammer (which works similar to teams or zoom) and a free notary app on the founder`s smartphone. The data is encrypted and stored on Germany based servers, so that the highest data protection and security requirements are met. All necessary legal declarations of the parties are notarized via the video communication system.
The parties involved (not any longer the “persons appearing” as worded in traditional notarial deeds) must identify themselves electronically with an EU identity document with an eID function. In a second step, the photo on the ID is read electronically. The notary then compares the photograph with the video image of the persons involved, advises the parties/founders as before on the drafted founding ducumentation and checks their legal capacity or powers of representation. Finally, the contract is signed with a qualified electronic signature, as provided for in the German Notarization Act.

What does it mean for the future

The notarial online procedure to establish a GmbH formation in its first few months of existence has already proven popular amongst founders and corporations alike, particularly in the Germany`s start-up hubs Berlin and Munich, and equally amongst foreign shareholders.
With the growing acceptance for video communication, the online procedure of founding companies saves time, effort, costs and facilitates the flexible formation of start-ups and companies. Foundation documents can now be transmitted more conveniently than before, in a timely manner via email, which enables courts and registers to make entries faster, more efficiently, but just as legally secure as before.
As a result, it can be expected that the German legislator will extend online formations to further company forms (even beyond the DiREG scope). And also to countries forming the European Economic Areas, such as Switzerland and Norway. To provide for general online certifications (Fernbeglaubigungen) will as a further step be particularly welcomed by international corporates as to their participations in Germany (the top management of which rarely follows German corporate law lines). Eventually even company mergers and real estate transactions may be concluded online, as German notaries continue to elevate the legal profession to the next level of digitalization.

tkslegal Berlin is a German boutique law firm and notarial office, with a focus on corporate/M&A and real estate transactions. Please feel free to contact us with any questions or comments.

Recent Transactions

Recent projects of tkslegal Berlin include the following:

 

Seed B-Financing

tkslegal Berlin advised LIFTT S.p.A. on next financing round.

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Logo: Amala

Advice to Amala Investment Partners LLC, Atlanta in the acquisition of the business Amala from it’s parent company Primavera Life GmbH, which is distributing natural cosmetics and essential oils worldwide, such as PRIMAVERA, a market leading brand for organic essential oils. Amala itself is a natural cosmetics brand within the premium luxury skin care market, distributed in exclusive spas and retailers.

Logo: Step Kids Education GmbH

Advice to German Kindergarten services provider Step Kids Education GmbH, running an expanding number of daycare facilities in North Rhine-Westphalia and Brandenburg, on its divestment to north European market leader in educational services, AcadeMedia.

Logo: Erwin Hymer Group

Advice to Erwin Hymer Group, a leading global manufacturer of motorhomes and caravans, on various projects including the acquisition in February 2016 of the Canadian company Roadtrek Motorhomes, Inc. and its US subsidiary with an annual turnover of €86 million, the acquisition of its Nordic distribution company CARAVAN NORD ApS with businesses in Norway, Sweden and Denmark in May 2016 as well as the acquistion of the Explorer Group with 400 employees in Newcastle, UK in February 2017.

Logo: Assa Abloy Deutschland GmbH

Thomas is Chairman of the Board of Assa Abloy Deutschland GmbH, the German subsidiary of the world leader in door opening solutions, listed on the Stockholm Stock Exchange.

Logo: ctec

Advisor to a Finnish engineering- and IT-service provider in the purchase of TGB GmbH from Siemens Group, transaction volume of approximately €10 million.

Logo: Diaverum

For Diaverum, one of the world's leading renal care providers Thomas has advised on the purchase and performance of the German dialysis clinic Alter Teichweg in Hamburg, transaction volume over €30 million.

Diaverum Botschaft Capital Club

TKS hosted former British Secretary of Health Alan Milburn and Diaverum CEO Dag Andersson on a high-flyer panel discussion on Value-Based Health Care at the Embassy of the Nordic States in Berlin, 10 September 2014.

Logo: Kungsleden

Thomas has advised the Swedish publicly-listed real estate group in the acquisition and development of their German nursing home portfolio amounting to approximately €180 million, including the divestment of various single nursing homes. He also advised in the divestment of a commercial warehouse with a volume of about €8 million.

Logo: Nobel Education Network

Thomas has assisted the international private school provider in the acquisition of various private schools in Portugal, Turkey, Austria and other countries.

Logo: Step Kids Education GmbH

Advice to German Kindergarten services provider Step Kids Education GmbH on Kindergarten projects, corporate governance questions and general corporate advice, including the establishment of subsidiaries.

Logo: Residenz Gruppe Bremen

Advice to a German real estate developer in the purchase of 9 nursing homes, transaction volume of €70 million.