Frankfurt am Main, 25.01.2024
GÖRG Partnerschaft von Rechtsanwälten mbB successfully advised the State Capital of Düsseldorf in a complex tender procedure for the reorganisation of waste management and street cleaning services including winter road clearance. In the proceedings, a 51 percent share in a newly founded company for the provision of waste disposal and street cleaning services was put out to tender throughout Europe by way of a so-called competitive dialogue.
The tender was preceded by the negotiation of a complex spin-off and sale agreement with the current co-operation partner, which served as the basis for the tender procedure.
The tender for the sale of the shares took the form of an M&A transaction in the form of a share deal, creating a new institutionalised public-private partnership (IPPP). The cooperation was awarded for a period of 20 years with a one-off five-year extension option on the part of the client. The overriding procedural objective of the state capital of Düsseldorf was to secure a long-term strategic partnership in the area of municipal waste management with a private partner in order to master the challenges of the future, particularly in the areas of digitalisation, emissions reduction, noise reduction, green procurement / sustainability / climate protection and the German Circular Economy Act with regard to a significant increase in recycling rates. This goal was achieved through extensive negotiations during the dialogue phase, with the result that the consortium agreement with the company that successfully emerged from the competition, AWISTA Gesellschaft für Abfallwirtschaft und Stadtreinigung mbH, was concluded and notarised on 10 January 2024.
The solutions offered in this respect include, for example, an increase in the collection frequency of paper and organic waste bins and a fundamentally higher service quality of the waste management and city cleaning services to be provided to the citizens of the state capital of Düsseldorf. Furthermore, the vehicle fleet is to further reduce the noise and exhaust gases generated during the provision of services through the increased use of emission-free drives. In addition, the contract has laid the foundations for the construction of a fourth recycling centre.
With its provisions on future performance obligations, the content of the partnership specifications, the provision of the new company with the necessary resources and the corporate legal framework, which increases the influence of the state capital compared to the past due to its strong shareholder rights, the consortium agreement is one of the most comprehensive and large-volume agreements ever concluded by the state capital.
The state capital will hold a 49% stake in the new IÖPP company and AWISTA Gesellschaft für Abfallwirtschaft und Stadtreinigung mbH a 51% stake, whose shareholders are, in turn, Stadtwerke Düsseldorf AG and REMONDIS Kommunale Dienste Rheinland GmbH. The merger project, which is based on the consortium agreement, has already been approved by the cartel authorities.
A cross-practice and cross-location GÖRG team led by Frankfurt partners Dr. Heiko Hofmann and Dr. Matthias Menke provided comprehensive legal advice to the state capital of Düsseldorf on the reorganisation, in particular with regard to public procurement law, corporate law, real estate law, IT law, employment law, antitrust law and tax law. The lead partners were supported in particular by Frankfurt associate partner Alexander Pustal, who is experienced in major public sector projects.
Legal in-house team of the State Capital
Ulrike Bell-Kirchhof (Head of the Civil Law Department)
Dr. Kristina Neven-Daroussis (Head of the Mayor's Office)
Claudia Azhdari (Legal Department, Tenancy Law/Real Estate Law/Contract Law)
Advisors State Capital Düsseldorf
GÖRG Partnerschaft von Rechtsanwälten mbB
Dr. Heiko Hofmann (Lead, Partner, Procurement Law, Frankfurt)
Dr. Matthias Menke (Lead, Partner, Corporate Law, Frankfurt)
Dr. Philipp Naab (Partner, Real Estate Law, Frankfurt)
Dr. Lars Nevian (Partner, Labour and Employment Law, Frankfurt)
Dr. Florian Schmitz (Partner, IT Law, Frankfurt)
Dr. Lars Weber, M.C.L. (Partner, Corporate Law, Frankfurt)
Burkhard Fabritius, MBA (Partner, Labour and Employment Law, Hamburg)
Dr. Liane Thau (Partner, Energy Law, Berlin)
Dr. Adalbert Rödding, LL.M. (Partner, Tax Law, Cologne)
Dr. Frank Wilke (Partner, Labour and Employment Law, Cologne)
Dr. Christian Bürger (Partner, Antitrust Law, Cologne)
Dr. Holger Dann, LL.M. (Counsel, Tax Lax, Cologne)
Alexander Pustal (Associated Partner, Procurement Law, Frankfurt)
Taro W. Stenger (Associated Partner, Corporate Law, Frankfurt)
Dr. Lena Güldenstein (Associate, Procurement Law, Frankfurt)
Amelie Keilholz (Associate, Corporate Law, Frankfurt)
Nicolas Lang (Associate, Real Estate Law, Frankfurt)
Stephan Leipert (Associate, Real Estate Law, Frankfurt)
Sandra Felicia Schramm (Associate, Labour and Employment Law, Hamburg)
Metehan Uzunçakmak, LL.M. (Associate, Antitrust Law, Cologne)
Econum Unternehmensberatung GmbH
Mathias Morgenstern (Partner, Public Price Law)
INFA - Institute for Waste, Wastewater and Infrastructure Management GmbH
Dr. Nico Schulte (Managing Partner, IT consulting)
Bernd Ewering (Waste Management Consultancy, both Ahlen)
Certifying notary
Notaries Dr. Marcus Kämpfer and Andrea Bergermann
Dr. Marcus Kämpfer (Düsseldorf)
