Dutch Desk

Better advised - in both legal systems

The intense cross-border exchange between German and Dutch business partners creates a great need for qualified advice in both legal systems. At GÖRG, we established our own Dutch Desk in Cologne in 2007, where a team of now six Dutch-speaking lawyers, who specialise in representing Dutch companies in Germany, are available.

In addition, our Dutch Desk also collaborates with an established network of leading Dutch law firms to represent the legal interests of German companies in the Netherlands. Close collaboration with almost 300 colleagues at all of the other GÖRG offices means that the Dutch Desk can offer superb support to our clients regarding any legal activities, both in Germany and the Netherlands.

Know-how that connects: our Dutch Desk advice

Labour and employment law

We advise Dutch companies on all matters concerning German labour law, and represent them before German courts of labour. In addition to everyday labour law issues, we handle labour law restructurings, in particular the preparation and implementation of labour law company changes, and advise in situations of company transfers. Furthermore, we assist and advise Dutch companies in labour law matters when they acquire German operations and companies - from due diligence under labour law to negotiations of labour law purchase regulations and transfer agreements, as well as structuring company changes based on acquisition concepts, and labour law aspects of the transfer procedure.

Our focuses include:

• Arrangement and termination of employment contracts
• Litigation, particularly protection against dismissal
• Labour law restructuring of companies, including preparing and negotiating reconciliation of interests and social compensation plans
• Business transfers including outsourcing
• Labour law for company acquisitions and conversions, including due diligence and business changes in accordance with the acquisition concept
• Co-determination and works constitution law
• Collective agreement law; preparation and negotiation of collective agreements
• Insolvency labour law
• Company pension schemes, contractual trust arrangements (CTA)

Banking & Finance

Our banking and finance experts offer Dutch clients advice on all matters concerning banking and financial law. Our clients - such as credit institutions and financial investors from the Netherlands - benefit from our extensive experience in successfully managing litigation for credit institutions.

Our services include:

• National and international financing of all types
• Documentation of credit securities
• Legal opinions on German and Dutch law
• Restructuring of financing
• General banking law, including banking contract law and securities law
• Litigation for and between banks, including complex, large-scale law suits
• Banking regulation law
• Corporate governance and compliance in the financial sector
• Investment and capital investment law

Corporate and M&A

Our Dutch Desk lawyers regularly advise Dutch companies and investors on corporate law issues in the two classic areas of the firm's practice: corporate and M&A. For instance, when forming an LLC or an agreement for a joint venture. We also offer comprehensive and competent advice for corporate acquisitions or sales with German target companies.

We can assist you in matters such as:

• Establishing companies in any legal form (e.g. public companies or LLC)
• “Corporate housekeeping”
• Joint ventures
• Company acquisitions and sales
• Restructuring and reorganisation of companies
• Shareholder disputes
• Corporate governance
• Compliance and internal investigations
• Board and directors liability
• Corporate litigation and arbitration
• Notarial services (Frankfurt am Main and Berlin)
• Tax assistance

Energy sector

The German energy sector is in a phase of upheaval, in which market participants have to deal with constantly changing technological and regulatory framework conditions. We advise Dutch energy supply companies, project developers, manufacturers and investors on the acquisition and implementation of energy projects in Germany. We also assist Dutch energy traders, and companies in power-intensive sectors with branches in Germany, with safe navigation through the constantly changing regulatory environment.

Our services include:

• Realisation of large investment projects in the energy sector, in particular large fossil fuel plants, offshore and onshore wind farms, and solar parks
• M&A transactions in the energy sector (asset and share deal)
• Financing of energy projects
• Assistance with public approval procedures
• Assistance with EU tenders
• Network connection regulation, network access regulation and regulation of network charges in the electricity and gas industries
• Connection and remuneration obligations, eligibility of renewable energy projects for funding, duration and amount of feed-in remuneration, support in tender procedures
• Special compensation scheme under the EEG
• Energy management contracts (electricity, gas and (district) heat supplies, storage management and marketing, direct marketing)
• Assistance and development in contracting models, tenant flow models and self-supplier solutions
• Advice on energy optimisation (energy procurement, own generation, asset management, grid fees, energy efficiency, energy management, energy/electricity tax)
• Development of storage solutions and optimisation of storage concepts
• Energy trading, control energy marketing, emissions trading, trading with guarantees of origin
• Eligibility of CHP plants, heat and cooling networks or heat and cold storage, load balancing under the KWKG, limitation of KWKG surcharge
• Representation before regulatory authorities as well as ordinary courts and courts of arbitration
• Measuring point operation and Smart Meter roll-out

Commercial law

German-Dutch trade relations are of enormous importance for many companies in both countries. Based on many years of experience, GÖRG advises trade partners on both sides of the border - especially large companies with cross-border and complex commercial relationships - in drafting contracts under German law, and in asserting commercial claims before German courts.

Our advisory specialisations are:

• National and international contract law
• Preparation of framework contracts, and general terms and conditions
• Representation in and out of court
• Defence against disputed claims
• Drafting of international trade agreements
• Product liability cases and commercial register issues
• Legal structuring of commercial business operations
• UN trade law (CISG), as well as international private law and international jurisdiction of courts

Real estate law

We assist Dutch companies in all core areas of real estate law - for instance, real estate transactions, real estate financing, and construction and plant law for project developments. In addition to this, we advise within the framework of infrastructure projects, architectural and engineering law, and commercial lease law as well as special real estate.

An overview of our services:

• Real estate transactions such as the acquisition and sale of real estate and real estate portfolios, due diligence
• Real estate financing
• Preparation and negotiation of property or share purchase agreements, developer contracts or leasehold law contracts
• Project development, in particular the structuring and acquisition of real estate, and obtaining building approvals including building permits
• Conclusion of project development and project management contracts, architect and engineer contracts, general contractor and project coordination agreements etc.
• Infrastructure projects
• Structuring under tax law and corporate law
• Preparation and negotiation of financing models
• Sale of real estate with simultaneous leaseback (sale and leaseback)
• Preparation of rental guarantee and general lease agreements
• Preparation and negotiation of commercial rental and lease agreements
• Special real estate (e.g. airports, hotels, shopping centres, logistics real estate, high-rise office buildings, industrial facilities, power plants, wind and solar energy farms)
• Preparation of brokerage agreements
• Advising on brokerage law issues
• Notarial services (in Berlin and Frankfurt am Main), including for property purchase agreements, developer contracts, leasehold contracts, residential property law, creation of mortgages
• Litigation

Insolvency law and restructuring

GÖRG is a leading German specialist in insolvency law and restructuring. We offer assistance and advice for companies in danger of insolvency, within the framework of self-administration and umbrella protection with the goal of restructuring. Our renowned experts are also appointed as insolvency administrators and receivers in cross-border procedures. In the area of insolvency and restructuring, GÖRG has many points of contact in the Netherlands. We advise Dutch companies that have German subsidiaries in danger of insolvency, and make our comprehensive knowledge available for self-administration procedures.

If necessary, we can draw on an extensive network of Dutch administrators and restructuring experts with whom we work professionally and confidentially to create optimal conditions for the smooth handling of German-Dutch insolvency proceedings, and for successful restructuring. In German insolvency proceedings, we also advise Dutch creditors - for instance, in enforcing their claims or in the event of challenges.

Our consultation services include:

• Self-administration and insolvency proceedings, as well as European and international insolvency law
• Extra-judicial restructuring
• Reorganisation/restructuring
• Transferred reorganisation
• Continuation and valuation of subsidiaries for foreign companies
• Restructuring of complex corporate groups
• Restructuring advice prior to insolvency
• Preparing and implementing insolvency plans
• Advising creditors in insolvency proceedings (examination of insolvency plans, enforcement of claims, defence against rescission claims, enforcement of participation rights)
• Advising of creditors in non-performing loans and financing at risk of default