Stock Corporation and Capital Markets Law

Advising listed companies and their shareholders is complex and multifaceted. GLNS has many years of comprehensive experience in this area and is regularly mandated by renowned companies and investors from a wide range of industries.

In addition to "housekeeping" under stock corporation law, we regularly assist listed companies in the preparation and conduct of their - also critical - general meetings. Another focus of our work lies in advising on capital measures as well as integration and structural measures under stock corporation law (taking private), such as the conclusion of domination and profit transfer agreements, the implementation of squeeze-outs and delisting and downlisting. In this context, we also represent companies, shareholders and board members in court proceedings, in particular in actions for avoidance and nullity against resolutions of the general meeting, in release and award proceedings as well as in actions for damages due to breaches of duty or their defence (manager liability and D&O issues; see also the section on disputes under stock corporation and capital markets law).


Shareholders, strategic investors and financial investors have trusted us for many years in the acquisition or sale of shareholdings in listed companies (see also Private Equity and Private M&A), in the exercise of their shareholder rights and in IPOs and corporate actions (see also Finance). Our teams always work very closely together across disciplines, enabling us to handle complex mandates comprehensively and seamlessly.


Last but not least, GLNS also advises bidders, target companies and board members in public takeover processes and on the defence against hostile public takeover bids. This is one of our core competences. We also regularly and comprehensively assist our clients in other special situations, such as activist shareholders or investors (shareholder activism and investor activism) (see also Public M&A).

Selected References:

  • MorphoSys AG on matters relating to the remuneration of the Management Board, on the conduct of the Annual General Meeting and on an ongoing basis in matters relating to stock corporation law and capital market law

  • zooplus AG on capital increase through private placement with international institutional investors, on management board remuneration issues, on the conduct of the annual general meeting as well as on an ongoing basis on issues relating to stock corporation and capital market law

  • CompuGroup Medical SE & Co. KGaA on the change of legal form from CompuGroup Medical SE

  • Zalando SE on executive board remuneration issues and the annual general meeting

  • HelloFresh SE on executive board remuneration issues and the annual general meeting

  • InTiCa Systems AG on executive board remuneration issues, on the conduct of the annual general meeting and on an ongoing basis on issues relating to stock corporation and capital market law

  • clearvise AG on capital measures (capital increase with subscription rights and under exclusion of subscription rights), on the conduct of the annual general meeting and on an ongoing basis on issues of stock corporation and capital market law

  • Delivery Hero SE on its IPO on the Frankfurt Stock Exchange and on an ongoing basis in matters of stock corporation and capital market law

  • Marley Spoon AG in its change of legal form and IPO on the Australian Stock Exchange (ASX), in capital increases, convertible bonds and bonds with warrants as well as on an ongoing basis in corporate and stock corporation law matters

  • Maxburg Capital Partners on the acquisition of a stake in the listed zooplus AG

  • Zouk Capital (selling major shareholder) in connection with the IPO of va-Q-tec AG

  • adidas AG, AUDI AG, CompuGroup Medical SE & Co. KGaA, GRAMMER AG on issues of stock corporation and capital market law and on the conduct of annual general meetings

  • Numerous private equity and venture capital companies on the preparation of IPOs of their portfolio companies

  • Numerous non-listed stock corporations on an ongoing basis in corporate and stock corporation law issues, reorganisation of the shareholder structure, shareholder agreements, stock corporation law disputes, etc.