DR. PHILIPP WIENGARTEN*
Attorney-at-Law
Notary
Certified Specialist for Commercial and Corporate Law
Member of the Work Group Commercial and Corporate Law of the German Association of Attorneys e.V.
Certified Counsellor of German GmbH (Deutsches Anwaltsinstitut e.V. - German Institute of Attorneys e.V.
*Freelancer
Tel: +49 2506 821-0
Fax: +49 2506 821-144
rechtsanwaelte@dr-wiengarten.de
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- Studies of Legal Sciences at Westfälische Wilhelms-Universität Münster including a trimester abroad at Int. College St. Clare’s Oxford, England
- Doctorate in tax law at the University of Cologne – Institute for tax law Prof. Dr. Johanna Hey
- Half-year occupation at the corporate law firm Hill, Kertscher & Wharton LLP, Atlanta / Ft. Lauderdale, USA
- One year professional activity at the international law firm Freshfields Bruckhaus Deringer in Düsseldorf, with focus on corporate law/M&A
- Graduate of the Special Examination for Notary Publics
- Languages: German, English
Focus of activity/References
Legal proceedings before domestic ordinary and arbitration courts for claimants as well as defendants (DIS / ICC Germany):
- regarding liability claims on behalf of and against managing directors of German GmbH (private limited partnerships) and GmbH & Co. KGs (German limited commercial partnerships with a GmbH as general partner); the management / supervisory board of (quoted) public limited companies (§ 43 par. 2 GmbHG; § 64 GmbHG; § 130a HGB; § 41 par. 1, p. 2 GmbHG; § 93 AktG and § 116 AktG).
- in connection with legal proceedings among or against shareholders and corporate bodies in companies limited by shares and commercial partnerships. Outstanding expertise and extensive experience as a specialst lawyer in a substantial number of processes of avoidance of resolutions and the filing of actions for declaration of nullity against partners' resolutions of GmbH, especially regarding the compulsory redemption of GmbH shares for a substantial reason or after death of a shareholder (including interim measures for filing an objection against the content of the list of shareholders after a compulsory redemption, pursuant to § 16 section 3, German Law GmbHG) and the dismissal of managing directors of corporations and third-party managers.
- for the claim or defence of compensation claims of the shareholder subsequent to his or her leaving the corporation and / or partnership.
- for the claim or defence of information and inspection rights of the GmbH partner (§§ 51a, b GmbHG).
- in connection with GmbH share and asset deals as well as transfer agreements, in particular conflictual rescission resulting from pr-contractual violations of disclosure duties and the ascertainment of contractual claims for guarantee liability and purchase price adjustments (especially balance guarantee liability).
- to assert claims out of and in connection with the commercial agency contracts (§§ 84 et seq. HGB) including the negotiation, drafting and preparation of commercial agency and authorized dealer contracts, their related termination agreements as well as commercial agent indemnification claims (§ 89b HGB)/ del credere liability and claims for the issuance of book excerpts (§ 87c HGB).
Comprehensive extra-judicial professional support and assistance of managing directors in terms of corporate law in companies limited by shares, commercial partnerships and partnerships under civil law.
- in relation to disputes among shareholders and the preparation of shareholders' assemblies, especially the drafting of complex shareholder resolutions, the mediation between shareholders, the management and supervision as chairman and / or keeper of the minutes of shareholder's assemblies.
- aimed at the avoidance of liability claims and criminal charges against managing directors in connection with the imminent bankruptcy of corporations or partnerships (§ 64 GmbHG, § 130a HGB, § 15a InsO, § 266a and §§ 283a – 283d StGB).
Professional draft, special attorney's counselling and negotiation of
- partnership agreements and rules of procedure of companies limited by shares, partnerships and partnerships under civil law.
- Business share purchaes and transfer agreements (share deal) and company acquisition agreements (asset deal).
- Agreements with commercial brokers (§§ 93 et seq. HGB) in connection with the brokering of project contracts / industrial projects.