A medium-sized concern wants to separate the production and sale of its goods and to combine these areas within the group to achieve advantages in specialization and to reduce costs by eliminating redundant structures. The reorganization is to be completed by a specific date. KOCH structures the reorganization legally and advises and supports the group in the implementation of suitable conversion measures of the affected group companies and in the reorganization of the intra-group service relationships.

The complex labor law challenges of these measures are mastered together with experienced labor law specialists from the KOCH network. In addition, a suitable design of the reorganization was developed in cooperation with tax experts from the KOCH network, which helps the group to save a considerable amount of trade tax by relocating the sales company to a municipality with a low trade tax rate.

Performance relationships are more than contracts: they are the legal infrastructure of your value creation — for stable supply chains, reliable customer relationships, manageable risks, and operational agility.

KOCH advises companies and corporate groups not only on the design and implementation of intra-group performance relationships, but also on the structuring, negotiation, and execution of performance relationships with suppliers, service providers, and customers—domestically and cross-border. Our advice combines contractual precision with an entrepreneurial, pragmatic view of processes, markets, and business models.

We create legal certainty in performance relationships—from the initial structural concept to robust implementation in day-to-day business and in times of crisis.

Clients at KOCH receive contract and performance structures that

• are supplier- and customer-ready,
• make liability and default risks manageable,
• work operationally,
• and enable growth rather than slowing it down.

Our key advisory areas on performance relationships include:

1. Supply and procurement agreements

We draft and negotiate performance relationships along the supply chain, including:

• supply, procurement, and service agreements
• framework agreements for recurring services and volume structures
• domestic and international supply relationships

Value added: clear performance and pricing logic, resilient delivery mechanisms, and legally robust risk allocation.

2. General terms & conditions and contract architectures

Where business models require standardized relationships, we provide systematic structures, including:

• drafting and optimizing general terms and conditions (GTCs/AGB)
• modular contract toolkits for sales, procurement, and projects
• legally secure integration into digital and analogue processes

Value added: scalable contract standards that work in practice and stand up legally.

3. Pricing, performance, and adjustment clauses

Especially in dynamic markets, we ensure flexibility and predictability, including:

• price-adjustment, indexation, and escalation mechanisms
• changes in scope (change requests, scope management)
• bonus/malus structures and service-level provisions

Value added: economically viable steering mechanisms with minimized dispute potential.

4. Liability, warranty, and risk allocation

We structure liability regimes to keep them predictable and calculable, including:

• warranty and defect provisions
• liability caps, indemnities, and coverage concepts
• product liability and recall scenarios

Value added: clear risk boundaries reflecting price and performance—and resilient in crises.

5. Compliance, ESG, and supply-chain requirements

Where performance relationships are shaped by regulation, we ensure practical implementability, including:

• supply-chain due diligence duties and ESG clauses
• compliance and audit rights, code-of-conduct integration
• interfaces involving data protection and export control

Value added: legal robustness without operational overload.

6. Performance disruptions, crisis, and exit scenarios

When relationships come under pressure, we create room to act, including:

• delay, delivery failure, force-majeure and hardship contexts
• renegotiation of terms, standstill/waiver approaches
• termination, exit, and transition mechanisms

Value added: implementation certainty and corporate protection in critical situations.

7. Dispute prevention and dispute resolution

We protect your position — out of court and in court, including:

• structuring escalation and settlement mechanisms
• leading negotiations with suppliers and customers
• representation in performance and liability disputes

Value added: economically sensible solutions—without unnecessary escalation.

Who we advise:

• SMEs and corporate groups (procurement, sales, projects, supply chains)
• family businesses and shareholders (risk and liability architecture, crisis resilience)
• industrial, trading, and service companies with complex performance structures
• international players in cross-border supply and customer relationships
• public sector entities in the legal structuring of performance relationships and projects of their portfolio companies

How we advise:

• understanding the business model and risk landscape (supply chain, market, operational processes)
• developing the structural design (performance, pricing, liability, governance fit)
• documentation and negotiation (framework agreements, individual contracts, T&C systems)
• implementation in day-to-day operations and support in disruptions or disputes

Our standard:

Performance relationships that are sustainable, legally precise, economically sound, and operationally workable, helping your supplier and customer relationships remain stable, your risks stay controlled, and your growth be reliably achievable.

Corporate law is more than articles of association and contracts: it defines the legal architecture of a company—for growth, investor readiness, governance, conflict prevention, and transaction security.

An M&A transaction is more than just a deal: it succeeds only if it strategically fits the company, the company is ready for it, and the transaction delivers the intended results afterwards.

KOCH advises entrepreneurs, companies, and investors in the SME and mid-cap segment as well as public sector entities on the structuring, negotiation, and implementation of corporate law matters and M&A transactions—both domestically and cross-border. Our advice combines legal precision, transaction experience, and an entrepreneurial, pragmatic view of your business model.

We create corporate and transaction security—from the initial structural concept to robust implementation in day-to-day operations and in the deal.

Clients at KOCH receive a legal structuring and transaction solution that

• is investor- and bank-ready,
• controls liability, conflict, and governance risks,
• works operationally,
• and enables growth rather than slowing it down.

Our key advisory areas in Corporate Law & M&A include:

1. Incorporate, start-up and growth structures

We advise on the legally secure and scalable setup of new and growing companies, including:

• selecting the appropriate legal form (GmbH, UG, GmbH & Co. KG, SE, AG, etc.) and managing the incorporation process through registration with the commercial register
• tailored articles of association and participation models
• structuring joint ventures and corporate cooperations
• legal safeguarding of new business models and organizational structures

Value added: incorporation and participation structures that anticipate financing, investment, growth, and exit scenarios.

2. Transformations, reorganizations and group structuring:

We support structural projects in all phases, including:

• mergers, demergers, spin-offs, and changes of legal form
• group and corporate reorganizations to optimize responsibilities, processes, and liability
• structuring acquisitions and disposals of business units
• adapting articles of association/shareholder agreements to growth, investor entry, or succession
• drafting group policies and internal agreements

Value added: resilient target structures with clear allocation of authority and liability—legally sound and economically viable.

3. Shareholder agreements and corporate governance

Where shareholder interests, control, and management converge, we ensure clear rules, including:

• drafting/reviewing shareholders’ agreements, pooling and voting agreements
• advisory board/supervisory board and governance structures, including rules of procedure
• provisions on information rights, vetoes, minority protection, and exit mechanisms

Value added: governance that accelerates decisions, reduces liability, and prevents conflicts.

4. Shareholder dynamics, conflict prevention and dispute management

When shareholder constellations come under pressure, we provide solution-oriented support, including:

• conflict management through mediation, facilitation, and negotiation
• legal steering of critical shareholders’ meetings
• representation in court in exclusion, redemption, termination, and status disputes

Value added: preserving the ability to act, avoiding escalation, and protecting economic substance.

5. Acquisitions, disposals and other mergers (M&A)

We bring transactions to closing in a structured way, including:

• legal due diligence (if desired including tax) with clear prioritization of deal risks and value drivers
• drafting and negotiating transaction documents (SPA/APA, warranties, indemnities, purchase price mechanisms)
• structuring participation and liability models
• post-merger advice on integration and implementation of the target structure

Value added: transactions without unwelcome surprises — legally secure, negotiation-strong, and value-oriented.

6. Organ position, liability and compliance

We advise management bodies and committees on all key duty-related issues, including:

• rights and duties of managing directors, board members, and advisory boards
• corporate-governance and organ compliance
• liability issues, D&O constellations, and crisis scenarios

Value added: clear responsibility structures, liability-robust decisions, and compliance without bureaucratic overload.

7. Succession, business transfers and changes in ownership

We structure transfers so they are legally robust, including:

• intra-family and external succession within shareholder groups
• succession clauses and control/exit mechanisms in articles of association and shareholder agreements
• dovetailing corporate, tax, and inheritance law aspects (with your advisers or our network)

Value added: transfers that preserve peace, protect value, and make the future possible.

Wo we advise:

• SMEs, corporate groups, foreign investors and entities in the public sector  (incorporation, growth, reorganization, succession, acquisitions)
• family businesses, shareholders, and entrepreneurs (especially governance readiness, ownership changes, conflict prevention, legal support in shareholder disputes)
• investors and financing providers (M&A, equity stakes, due diligence, governance structures)
• management teams and advisory boards (organ duties, liability, handling D&O insurance, decision processes, management and employee participation models, supervisory board trainings)
• organ members (legal support in liability cases, advice on appointment and removal of organ positions and executive service agreements)

How we advise:

• clarifying objectives and risk architecture (growth, investment, exit, reorganization, succession)
• developing the structural design (legal form, governance, participation, liability, tax considerations)
• documentation and negotiation (articles of association, shareholder agreements, transformation/transaction documents)
• signing/closing management and implementation in practice (post-merger, governance roll-out, ongoing advice)

Our standard:

Corporate structures and M&A solutions that are robust, legally precise and economically practical - helping your company remain able to act, avoid conflicts, and realize growth with confidence.