Restruc­turing and Insol­vency

Amongst others we advise:

• Companies as well as their managers and shareholders in dealing with the challenges that financial difficulties can cause 
• Creditors when dealing with financial difficulties, a (imminent) financial crisis or insolvency at the side of their debtors, customers, contractual counterparts, etc. (for example by means of enforcing separation/sequestration rights, representing creditor interests in creditor committees, rendering advice on process and procedure, developing and structuring of special collateralization and/or security arrangements and lawfully enforcing all relevant claims)
• Insolvency administrator in connection with all insolvency, employment or corporate law issues (for example by analyzing potential contestation claims under German law (insolvenzrechliche Anfechtung, actio pauleana), analyzing separation / sequestration rights alleged by creditors, structuring and drafting of insolvency plans as well as by representing their interests in litigious court proceedings).

Deloitte Legal’s ability to make use of on an international network of colleagues, partner firms and cooperation partners is second to none. This enables us to ensure that local particularities are taken into consideration and that our clients can take educated decisions even in complex cross-border situations.

Leaving the Crisis behind

Deloitte Legal advises domestic and international companies and groups of companies, their management, supervisory board members, shareholders and other stakeholders in all areas of crisis management and crisis resolution, in particular in the areas of restructuring, finance and employment.

Our restructuring experts have long-standing experience in advising a diverse set of stakeholders (such as for example but not limited to senior- and mezzanine-creditors, corporates, insolvency administrators, creditors and debtors) on how to deal with the challenges and make use of the opportunities associated with financial difficulties or even an insolvency. For example, we advise on:

• Corporate restructurings (e.g. ring fencing, liquidation, carve-outs (also as part of a distressed sales process), trustee models, divestitures, relocation of the center of main interest and/or a company’s statutory seat, debt-to-equity swaps, unwinding of profit and loss pooling arrangements, unwinding of cash-pools, etc.)
• domestic and cross-border/international restructurings (e.g. following the ESUG, schemes of-arrangement or so-called Chapter 11 proceedings and their equivalents in other jurisdictions).

Our finance experts cover all issues associated with equity- as well as debt-financing of companies and distress, such as:

• Advice in connection with the novation of credit facilities, extension and waiver of/to a syndicated loan
• Advice in connection with subordinated loans (inter alia second lien and mezzanine loans)
• Advice in connection with equity measures (inter alia debt-to-equity swaps, adjustments of bond terms in a distressed situation, capital increases)

Our employment law experts complement our spectrum of expertise inter alia through:

• employment law measures designed to overcome financial difficulties and/or avoid insolvency scenarios (classical cost cutting measures, restructuring top agreements, short-time work agreements, set-up of employment and specialization entities)
• advice on all employment law related issues of insolvency proceedings (inter alia decreasing the work force or implementation of a so called ‘acquirer-concept’ (Erwerberkonzept)
• Advice following a decrease in work force or insolvency proceedings (inter alia in-court representation).

(Personal) Liability issues

Managers of undertakings in financial difficulties are often confronted with questions related to their own civil and/or criminal liability. The same holds true for members of other corporate bodies, such as for example the supervisory board, but on many occasions also the shareholder or parent company. Deloitte Legal provides meaningful advice to managers, board members and shareholders by identifying potential civil and criminal liability risks and making suggestions as to how such risks can be avoided and how this sometimes contradicting interests of the stakeholders can be aligned. Where required, we also advise companies and their managers/supervisory board members in analyzing and enforcing potential liability claims that can be directed against former managers, board members or shareholders.

Distressed M&A

One of the core competencies of Deloitte Legal’s CRG team is rendering legal advice to companies and/or insolvency administrators as well as potential purchasers in distressed M&A transactions. In our team, we combine our deep M&A knowledge with our long-standing experience in dealing with companies and distress. Thanks to the fact that our C RG team is engaged by a diverse set of stakeholders, we are able to take a 360° view, can anticipate what the reaction of other stakeholders may be and speak distressed M&A language. Our services in the field of distressed M&A ranges from providing sell side support to companies/groups of companies and/or their insolvency administrators to providing all forms of buy side support to potential purchasers/investors. We undertake (vendor or purchaser) legal diligence, we prepare data rooms, we assist in planning and implementing acquisition structures and/or divestment structures, we help and advise on funding, we draft and negotiate any form of transaction documents and also advise on any possible post-acquisition issues.