Companies
Clear corporate rules support formation, investment, changes in ownership and decisions that need shareholder approval.
Corporate lawyer in Germany · Berlin · advising across Germany
Corporate lawyer in Germany
Corporate law provides the framework for ownership, management and growth. I advise companies and decision-makers from structural questions through implementation.
Who it is for
Where responsibility, capital and influence meet.
Whether the company is being built, changed or facing conflict, its rules should preserve clarity and the ability to act.
Shareholders
Voting, information and transfer rights should protect legitimate interests without creating avoidable deadlock.
Managing directors
Management needs clarity on authority, internal approvals and the documents that support important decisions.
Advice
Corporate law advice in one coherent workstream.
The engagement can combine structuring, ongoing board advice and transaction support around the company’s actual needs.
Formation and structure
Legal form, ownership, management and funding are considered together before documents are finalised.
- Set out ownership and management roles
- Consider funding and future investors
- Align articles and supporting agreements
Shareholders and governance
Voting, reserved matters and information rights should allow decisions while protecting minority interests.
- Allocate voting powers and approvals clearly
- Set workable information rights
- Anticipate exits and disputes
Management and liability
Directors’ duties and decision processes are examined against the company’s actual circumstances.
- Distinguish representation from internal approval
- Document material decisions
- Identify exposure in normal operations and a crisis
Contact
Need to resolve a corporate law question?
Briefly describe the company, stakeholders and objective. You will receive a personal response on a sensible next step.
How we work
From structural question to workable solution.
The starting point is the decision the business needs to make, rather than an abstract discussion of legal doctrine.
Request counselMap the company structure
We review ownership, articles, side agreements and the proposed decision to identify approval requirements and relevant deadlines.
Compare workable options
You receive an assessment of possible resolutions or amendments and their effect on control, management risk and future changes.
Prepare and implement
The chosen route is translated into coordinated drafts, resolutions and completion steps, with notarial and tax input where needed.
Practical perspective
What matters in practice
The following points explain typical decisions and dependencies in this area of advice.
Coordinate constitutional and private arrangements
Articles, management rules and shareholders’ agreements serve different purposes. Majority requirements, reserved matters, information rights and transfer provisions should work together without creating conflicting obligations.
- Separate mandatory constitutional provisions from contractual arrangements
- Keep the framework workable when new shareholders join
- Design practical resolution and record-keeping procedures
Prepare corporate decisions properly
Directors and shareholders need a sound basis for exceptional measures. Preparation covers authority, the required form of resolution, decision materials and a traceable path to implementation.
- Distinguish external authority from internal approval requirements
- Identify conflicts of interest and voting restrictions early
- Align resolutions, supporting documents and completion steps
Plan for corporate change
Funding, new investors or a future sale alter the demands placed on a company’s structure. Thoughtful drafting creates flexibility without overcomplicating today’s decision-making.
- Consider ownership and dilution scenarios
- Prepare transfer and exit mechanics in advance
- Coordinate corporate and tax workstreams
Your contact: Dr. Philipp Lerch, attorney · Content last updated: 24 September 2026
Dr. Philipp LerchAttorney · Berlin
Profile
Legal precision meets commercial understanding.
As an attorney with experience at an international business law firm and an additional background in computer science, I combine corporate law expertise with a clear understanding of business models, processes, and technology.
- Former attorney at Hogan Lovells International LLP
- Two German honours examinations with a focus on commercial and corporate law
- Dr. jur. and LL.M. Corporate and Commercial Law, University of Sheffield
- B.Sc. Computer Science, Free University of Berlin
FAQ
Frequently asked questions
When should articles of association be reviewed?
A review is useful when shareholders join or leave, a financing is planned, the business changes or a dispute arises. Voting thresholds, transfer rules and reserved matters should be tested against the proposed step.
What belongs in the articles and what belongs in a shareholders’ agreement?
The articles set the company’s constitutional framework. Separate agreements can address personal obligations and further commercial terms. The right place for each rule depends on formal requirements, future shareholders and confidentiality.
Which documents are useful for a corporate law review?
Please provide the current articles, shareholder list, management rules, side agreements, relevant resolutions and a short account of the intended transaction or decision.
How can shareholder deadlock be reduced?
Clear information rights, voting arrangements, transfer provisions and dispute mechanisms can reduce the risk of a stalemate. An existing conflict calls for a separate review of resolutions, deadlines and negotiating options.
What does advice on a specific corporate matter involve?
We first identify the objective, parties, documents and timing. You then receive a practical assessment of the options. Drafting, resolutions and negotiation support can follow where needed.
Contact
Need to resolve a corporate law question?
Briefly describe the company, stakeholders and objective. You will receive a personal response on a sensible next step.