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Frequently Asked Questions (FAQ)
Here we answer frequently asked questions about our law firm and our advisory services. Our goal: to provide clarity, offer orientation and show what makes KOCH Rechtsanwaltsgesellschaft stand out. If you feel something is missing or have a specific question, we are happy to be there for you personally.
KOCH is known for acting as a trusted legal advisor to mid-market clients and for structuring and supporting complex entrepreneurial projects, particularly M&A transactions, financings and innovative legal structures.
KOCH is a Düsseldorf-based business law firm specializing in corporate law, M&A, corporate finance, commercial law and complex corporate structures.
Yes, in most cases it is not necessary to meet KOCH's lawyers in person. KOCH is accustomed to handling client communication via modern telecommunications, such as video conferences, conference calls, or email. Many of KOCH's mandates are handled entirely virtually.
No, you can engage KOCH entirely online.
You can contact KOCH by telephone, by email or via the contact form on our website. Please briefly describe your matter and let us know how we can best reach you. We will get back to you to discuss the next steps. You can reach us at: KOCH Rechtsanwaltsgesellschaft mbH | Dr. Maximilian Koch | Telephone: +49 211 740788-00 | Fax: +49 211 740788-98 | Email: info@koch-rag.com
Yes. KOCH supports cross-border transactions and structures, advises foreign clients on their activities in Germany and coordinates international advisors where required. In doing so, KOCH works with carefully selected network partners.
It means developing bespoke legal structures for complex or novel situations where no standard solution exists.
Yes. KOCH supports private equity transactions, particularly on the side of entrepreneurs and, in management buyouts, also on the side of management. KOCH also advises private equity investors on M&A transactions.
Yes. KOCH supports company acquisitions and disposals from structuring and due diligence through to contract negotiation and implementation.
KOCH should be involved in complex or contentious shareholders' meetings, in preparing and legally safeguarding material decisions by management bodies, supervisory bodies and shareholders, in cases involving breaches of duties by corporate officers or bodies, and in connection with company sales, investments, financings, reorganizations, succession matters or complex legal structuring decisions. In ongoing advisory relationships, KOCH can also act as external general counsel, external legal department, sparring partner or even consigliere.
KOCH focuses on mid-sized companies, corporate groups, mid-cap structures, and their shareholders and investors.
Our main areas of focus are corporate law, corporate governance, mergers & acquisitions (M&A), finance law, regulatory law under the German Banking Act (KWG) and the Payment Services Supervision Act (ZAG), as well as contract and structuring advice. Where advice is required in other areas, KOCH can draw on a curated network of experts and involve them as needed.
Yes. KOCH advises on debt and equity financings, factoring, leasing and regulatory matters under the KWG and ZAG.
As your sparring partner, we engage with you at eye level. We think not only legally, but also commercially and entrepreneurially. We help you structure complex situations, assess options and make robust decisions — legally well-founded and with a view to the bigger picture.
Yes. Legal questions are often only one part of a broader business context. We include issues such as financing, shareholder structure and strategic objectives in our analysis and develop solutions that work both legally and commercially.
A sparring partner is particularly valuable in complex or directional decisions — for example in transactions, restructurings, shareholder matters or strategic turning points. In such situations, the issue is often not simply “right or wrong”, but the careful weighing of options and risks.
A sparring partner complements your existing structures. They do not replace them. Unlike internal advisors, a sparring partner is independent of corporate-body structures, internal coordination processes and potential conflicts of interest. The added value lies in the combination: your internal bodies and advisors know the company in detail. KOCH supplements this perspective with independent, structuring and commercially minded input.
Management consultants, tax advisors and KOCH contribute different and complementary perspectives. We supplement and connect these perspectives with in-depth legal assessment and legal safeguarding. As a sparring partner, this means that you receive not only strategic input, but also a robust legal assessment and safeguarding of your decisions.
We combine legal excellence with a deliberately broad and commercially shaped approach. Instead of looking at isolated legal questions, we consider interdependencies and develop pragmatic solutions that can be implemented in practice.
Through close and continuous cooperation. We take the time to understand your structures, objectives and decision-making processes. This is the foundation for advice at eye level and with genuine added value for you as a client.
You will be advised primarily by Dr. Maximilian Koch as sparring partner, if you wish. As the founder of KOCH, he is particularly well suited to this role. He combines legal excellence with business-administration expertise and a pronounced entrepreneurial perspective. Upon request, however, any of our lawyers is available as an experienced sparring partner.
A consigliere is a close and trusted advisor at eye level — someone who cuts through complexity, provides candid and clear assessments and consistently keeps your interests in view, both legally and commercially.
A traditional lawyer is instructed and then answers specific legal questions. A consigliere holds a special position of trust that has grown over a long period of working together. They think beyond individual legal questions and help to place situations in context and prepare decisions.
A consigliere is particularly valuable for entrepreneurs, managing directors and shareholders who regularly face complex or sensitive decisions and who value having an experienced, independent discussion partner they can confide in.
No. Precisely because the role is based on trust, openness in both directions is essential. You retain full decision-making authority at all times; the consigliere provides the basis for well-founded decisions.
Through continuous cooperation, reliability and a deep understanding of your company. Trust does not develop in the abstract, but in concrete, shared work.
On the contrary. Even where the cooperation is personal and close, it remains clearly structured and professional. The aim is to make complex matters comprehensible and decisions robust within a trusted client relationship.
Your internal experts are at the center. In multidisciplinary projects, we work closely with the existing departments and specialists within your company. We involve external experts from our network only where it makes sense or where additional specialist knowledge is required.
A strategic legal advisor is a lawyer who supports companies not only on individual legal questions, but also over the long term in important business decisions. Unlike traditional legal advice, which often responds to specific issues only once they arise, a strategic legal advisor works proactively: they identify risks at an early stage, highlight structuring options and place legal issues in their broader commercial context. Typical roles in which KOCH acts as strategic legal advisor include external general counsel / external legal department, management of legal and strategic projects, sparring partner for the entrepreneur and the company, and — as the most comprehensive position of trust — consigliere.
An external general counsel is an outsourced chief legal advisor who assumes the function of an internal legal department without being permanently employed by the company. They serve as the central point of contact for all legal matters and support the company on an ongoing basis in both legal and strategic matters. Unlike the one-off engagement of individual lawyers, an external general counsel works closely and continuously with management.
An external general counsel is the central point of contact for all legal matters of a client, from strategic issues to operational day-to-day questions. The objective is consistent, efficient and business-oriented legal advice from a single source.
Yes. As external general counsel, we are genuinely available as the point of contact for all legal questions that arise for you. This includes smaller matters and routine issues from your operating business. As a business law firm with a strong mid-market focus, we take care of your legal matters so that you do not have to look for additional lawyers yourself.
That is precisely one of the advantages. A legal department must cover a broad range of topics, but it cannot be highly specialized in every area. We combine targeted specialist depth with a pragmatic, mid-market and fundamentally generalist approach to legal advice. Where required, we can involve experts from other areas of law from our curated network and integrate them in a targeted manner.
Except in special cases involving clearly defined legal issues, this is usually not the cheaper option. In practice, such a setup — an employed lawyer supported by AI — quickly reaches its limits, which can result in legal solutions that are suboptimal or simply wrong. In the best case, the business lawyer recognizes that external legal advice should also be obtained. In the worst case, you do not receive sound legal advice.
Yes. Through continuous cooperation, we gain a detailed understanding of your company, your structures and your decision-making processes. This reduces coordination effort, increases speed and helps identify and avoid risks at an early stage.
At first glance, ongoing legal support may appear to be an additional cost factor. In practice, it is usually much more economical than one-off advice. Through continuous cooperation, we know your company, your structures and your decision-making processes very well. This builds trust and, above all, creates significant efficiency gains. At the same time, risks can often be identified and avoided before costs arise at all.
If you instruct KOCH on an initial, clearly defined advisory project, you can easily issue further mandates on that basis at any time, should you wish to do so. Our engagement agreements provide for this possibility as standard. The first mandate therefore opens the door to ongoing cooperation without obliging you to enter into it or causing additional costs.
An in-house counsel is part of your company. An external general counsel, by contrast, is a long-term and close partner who advises you independently. Both models allow for loyal representation of interests. The difference lies primarily in perspective. As external advisors, we are independent and not embedded in internal structures or hierarchies. This enables a particularly objective and clear legal assessment.
No. The cooperation must be right both professionally and personally. That is crucial to success. If this is ever not the case, we will find another solution within our network without complications. For you, this means that you remain in control at all times.
We do not limit ourselves to purely legal questions. Many business projects today are multidisciplinary from the outset. In such cases, we can also assume overall project management upon request and coordinate cooperation with advisors from other disciplines. The founder of KOCH was a partner at EY for many years and therefore has extensive experience in selecting and leading large multidisciplinary teams.
A sparring partner is an independent discussion partner who helps critically assess and further develop ideas, strategies or decisions. In a business context, this means that a sparring partner contributes an external perspective, asks the right questions, identifies weaknesses in reasoning and helps make decisions better and more robust.
We combine legal precision with entrepreneurial thinking. Our solutions are not only legally robust, but also operationally implementable and fit for the future.
Yes. In complex projects, such as reorganizations or M&A transactions, we coordinate multidisciplinary teams, particularly with tax advisors, auditors and employment-law experts. Where needed, we can draw on external experts from our curated network or work with your existing advisors.
Yes. We represent clients out of court, in court and in arbitration proceedings in order to enforce their legitimate interests. Our focus is on commercially sensible solutions for our clients.
We develop clear liability regimes, warranty provisions and risk allocations that are commercially sensible and legally robust.
Yes. As a business law firm oriented toward mid-sized companies, we take a broad advisory approach despite our specific areas of focus, so that we can serve as a central legal point of contact for our clients.
Standardized contractual frameworks create efficiency and legal certainty in day-to-day business. We develop scalable standard terms and contract systems that fit the relevant business model.
Intragroup service and supply relationships are economic and legal exchange relationships between companies that belong to the same corporate group. As a rule, these relationships must be structured legally and for tax purposes as if they were taking place between independent third parties, in accordance with the arm’s length principle.
These are contractual relationships with suppliers, service providers and customers. We draft contracts for such relationships so that they work commercially, limit risks and remain robust even in crisis situations.
We structure succession solutions that are legally stable and fit for the future — whether within the family, externally or through alternative models such as steward ownership. The aim is a sustainable transition with as little conflict as possible.
Shareholder conflicts can be avoided through clear provisions in articles of association and shareholders’ agreements, for example on voting rights, exit rules and information rights. We develop governance structures that help prevent conflicts at an early stage or channel them appropriately so that they can be managed.
Corporate governance regulates the management and control of a company. This includes clear responsibilities, decision-making processes, control mechanisms and compliance structures. The aim is to create a sound framework for appropriate business decisions, minimize risks and increase efficiency.
A company acquisition or sale typically proceeds in four stages: 1. Structuring and preparation, including confidentiality agreements and preliminary agreements. 2. Due diligence. 3. Contract negotiation and signing. 4. Closing and integration / post-merger implementation. We support the entire process legally and strategically.
In addition to the legal structure, it is crucial that the transaction fits the company strategically. We ensure clear risk assessment through due diligence, robust contracts, and effective implementation after closing.
A corporate lawyer should be involved at an early stage — for example at formation, when new shareholders join, in conflicts, or before strategic decisions such as reorganizations or company sales. It is also advisable to obtain expert legal advice early if there is uncertainty in preparing, conducting or documenting decisions by corporate bodies.
We advise mid-sized entrepreneurs, companies, corporate groups, family businesses, shareholders and their families, investors and management teams, particularly in connection with growth, reorganization, succession and transactions. A key objective of our advice is also to identify liability risks at an early stage, avoid them and, where necessary, support the defense against liability claims.
Our corporate advice covers, in particular, corporate law, mergers & acquisitions (M&A), corporate governance, and commercial contractual relationships. We support companies from structuring and transactions through to ongoing legal implementation in day-to-day business.
“Corporate” means relating to a company or concerning the company. In a business and legal context, the term is used to describe matters that concern a company as a whole, particularly its structure, organization and management.
Reorganizations often concern transformations such as mergers, demergers or changes of legal form, changes to group structures, the reorganization of intragroup service and supply relationships, or the reallocation of responsibilities. Tax, employment-law and accounting aspects also play an important role.
Clear assignment mechanics, effective security, transparent debtor communication, structured documentation and appropriate monitoring of the business relationship are decisive. We develop contracts that remain robust even in crisis and insolvency scenarios.
Balanced governance structures, clear control rights, and robust exit mechanics are essential. We ensure legally secure structures that are suitable for investors.
Covenants and security allocate and manage risk between the parties. We draft them so that they are commercially sensible, legally secure and manageable in practice.
Yes. We support clients in covenant breaches, refinancings, distressed financings and situations involving StaRUG or proximity to insolvency. Our focus is on preserving room for maneuver and ensuring certainty of implementation.
We develop scalable financing and governance structures that enable new products, markets and business models without increasing regulatory risks.
Financing and regulatory structures must meet regulatory requirements, particularly in the areas of IT, risk management, and outsourcing. We integrate these requirements into the organization in a practicable way.
Yes. We prepare audits from the company side, accompany them, and implement required measures in a legally secure way.
We combine regulatory expertise with transaction experience and entrepreneurial understanding. We do not simply process legal questions or treat legal objections as the end of the analysis. Instead, we look for viable legal routes for your entrepreneurial idea. Our solutions are legally robust, commercially sensible and workable in day-to-day practice.
As soon as financings are structured, negotiated, or amended — particularly in connection with loans, investor entry, refinancing, or crisis situations. Early legal support reduces risks, preserves necessary entrepreneurial flexibility and improves negotiation outcomes.
The decisive factors are a suitable financing model — debt, equity, or hybrid — clear covenants, a robust security structure, and compliance with regulatory requirements. We develop solutions that are suitable for banks and investors.
Typical forms include corporate loans, syndicated financings, factoring, leasing and mezzanine or equity-like models. The optimal structure depends on the company’s growth objectives, liquidity needs and risk profile.
We advise companies, investors, and corporate bodies on all matters of capital markets law, particularly at the interfaces with corporate law, transactions and corporate governance. Our advice includes structuring and legal support of capital measures, advice on IPOs, compliance with publication and transparency obligations, support regarding insider law and market abuse rules, and fund structuring.
Typical issues include regulatory classification, insolvency-robust contract design, assignment and security structures, and requirements relating to governance, IT and risk management.
Clear contractual mechanics, transparent risk allocation and a structure that remains robust even in crisis and insolvency scenarios are decisive. We develop contracts that are legally robust and operationally implementable.
Our finance advice covers the legal structuring of corporate financings — including debt, equity and hybrid instruments — financial regulatory law under the KWG and ZAG, and the drafting of financing and commercial contractual relationships.
We advise mid-sized entrepreneurs, companies, corporate groups, family businesses, shareholders and their families, investors, lenders and financing providers, factoring and leasing institutions, other financial services institutions and debt collection companies. Our advice is particularly relevant in connection with growth, acquisitions, transformation and refinancing.
We support traditional debt financings, including loans and syndicated financings, equity and mezzanine financings, as well as structured models such as factoring, leasing and asset-based finance.
A financing structure must fit the business model, be viable from a regulatory perspective and contain clear risk and liability structures. We develop solutions that are suitable for banks and investors and that work in day-to-day operations.
Financing structuring typically involves four steps: 1. analysis of the financing objective and business model. 2. structure design, including debt / equity / hybrid instruments, security and governance. 3. contract drafting and negotiation. 4. implementation and ongoing compliance. We support the entire process.
Typical risks include regulatory violations, ineffective security, covenants that are too restrictive or unsuitable for the company, and unclear contractual mechanics. We identify these risks early and structure solutions with a calculable risk profile.
An authorization under the German Banking Act is required if a business model qualifies as banking business or as a financial service. Key factors include, among others, risk assumption, contractual structure and operational implementation. We assess whether an authorization is required and support the authorization procedure.
Yes, if the business model qualifies as a financial service within the meaning of the German Banking Act. Key factors include, among others, risk assumption and contractual design. We assess whether an authorization is required and support the procedure with the Bundesbank and BaFin for obtaining the relevant KWG authorization.
BaFin monitors compliance with regulatory requirements. It intervenes against market participants that breach these requirements and, together with the Bundesbank, supervises companies subject to regulatory oversight. We support authorization procedures, ongoing compliance, audits and action plans.
In principle, it is possible to apply to BaFin for a binding decision under Section 4 KWG as to whether or not a company is subject to the KWG. In addition, BaFin may provide non-binding informal assessments. KOCH supports you in developing business models that are robust from a BaFin and regulatory perspective and in coordinating them with BaFin so that they are sufficiently legally secure and workable in practice.
The focus is on the business model, risk management, governance, compliance, IT structures and outsourcing. We prepare clients for audits and support communication with BaFin.
We combine legal excellence with entrepreneurial experience. Our solutions are individual, robust and designed to create genuine competitive advantages.
Yes. We often develop new, more efficient or legally more secure solutions on the basis of existing structures, particularly in connection with growth or changed requirements.
Complexity generally increases risk. However, through careful legal analysis, proper structuring, precise documentation and clear governance, we minimize these risks.
It enables solutions that create competitive advantages, resolve conflicts of objectives and open up new entrepreneurial room for maneuver — legally safeguarded and commercially viable.
This advisory field is particularly relevant for mid-sized companies, corporate groups, shareholders and investors with specific strategic objectives or complex starting situations. It is also relevant for entrepreneurs, companies and corporate groups that want to implement an innovative business idea in practice.
There is no general answer. It depends on the complexity of the matter and on the legal idea-generation process. Simple structures can be implemented at short notice if the idea is sound. Complex projects require a structured project phase.
Yes. Where needed, we coordinate interdisciplinary teams, such as tax advisors, auditors and industry experts, in order to cover all relevant aspects.
Yes. Our standard is that every structure must not only be convincing from a legal perspective, but must also work in day-to-day operations and remain stable over the long term.
Innovative structures must be both commercially sensible and permissible from a regulatory perspective. We integrate, in particular, corporate-law, tax, accounting, and regulatory aspects.
We first analyze objectives, restrictions, and stakeholder interests. On that basis, we develop a structured legal design, stress-test it from a legal perspective and implement the refined final structure contractually and organizationally.
There is no one-size-fits-all answer. The decisive factor is the company’s specific objective. Established structures usually offer a high degree of legal certainty. Innovative structures create structuring flexibility and can provide competitive advantages. The right choice depends on the individual case.
Yes. What matters, however, is the quality of the structure. Our solutions are not merely legally defensible. They are robust, resilient under review and implementable in practice.
Typical cases include complex cooperations between companies, special participation structures, international group constellations, innovative financing models and the resolution of conflicts of objectives. Another important area is the development of business models in regulated environments.
Traditional legal advice often applies existing structures. Innovative legal structuring goes further: we develop new legal models. In doing so, we combine legal creativity and legal excellence with entrepreneurial understanding.
Innovative legal structuring is required whenever standard solutions are not sufficient — for example in new business models, complex cooperations, special governance requirements or conflicts between commercial and regulatory requirements.
Innovative legal structuring means developing tailor-made legal solutions for complex or unusual situations where no standard legal structure or blueprint exists. The aim is a solution that is legally robust and, at the same time, economically optimal.

KOCH Rechtsanwaltsgesellschaft mbH

Dreischeibenhaus 1
40211 Düsseldorf
Phone: +49 211 740788-00
Fax: +49 211 740788-98
info@koch-rag.com

Domains

"Best Lawyers Germany 2026"

"Best Law Firms 2026"

awarded by Best Lawyers, Best Law Firms and Handelsblatt in the areas:

  • Corporate Law
  • Capital Markets Law
  • Corporate Governance & Compliance Practice
  • Private Equity Law
  • Mergers & Acquisitions Law
  • Real Estate Law
  • Restructuring & Insolvency Law

Awarded by Best Lawyers and Handelsblatt

"Lawyer of the Year 2025" for Private Equity Law in North Rhine-Westphalia

"Lawyer of the Year 2024" for Capital Markets Law in North Rhine-Westphalia

 

Recognized by Handelsblatt as one of the “Best Law Firm Employers 2025”

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