Dr. Stefan Zeyher
Stefan practices company law for more than 15 years. He advises and represents companies, their management and supervisory bodies as well as shareholders and investors in contentious and non-contentious matters.
His focus is on advising and representing his clients in contentious matters before state courts and before arbitration tribunals. He is a lecturer at the University of Mannheim on "Introduction to German Private Law" and publishes on corporate and procedural law issues.
Stefan's practice includes advising on corporate transactions, the restructuring of companies and groups of companies, their corporate governance, as well as ongoing advice on corporate and general commercial and civil law matters. The focus of his practice is on advising and representing his clients in significant and complex contentious matters of all kinds. The underlying conflicts often concern corporate and general liability law matters as well as corporate transactions. In addition, Stefan represents his clients in particular in conflicts related to general civil and commercial law matters, insolvency disputes and conflicts related to trusts and estates. He advises and represents his clients out of court, acts as counsel to parties before state courts and before arbitral tribunals in national and international arbitration proceedings, and acts as an arbitrator.
Mandates
Litigation and arbitration matters:
- Representation of shareholders and stock corporations in enforcing and defending claims arising from shareholders' consortia (investment or syndicate agreements)
- Representation of a group of family shareholders in defending against a contractual penalty due to an alleged culpable breach of a shareholders consortium (voting obligation regarding shareholders' resolutions at general meetings of a non-listed stock corporation) after final determination of vote pooling agreement by the Federal Court of Justice (being in charge after change of legal counsel)
- Representation of family group of shareholders regarding an enforcement of a right of appointment of a managing director (vote pooling agreement) stipulated in the partnership agreement of a holding limited partnership and the affiliated, operationally active group companies
- Representation of shareholders regarding the enforcement of supplements to the convening notice and the agenda of shareholders meetings (also by way of interim relief) in the case of non-listed stock corporations (including appeal proceedings in each case)
- Representation of shareholders regarding court appointment of neutral chairmen of shareholders meetings (also by way of interim relief) in the case of non-listed stock corporations (including appeal proceedings in each case)
- Representation of shareholders in defending shareholders' resolutions (as an intervening third party) in the case of a non-listed stock corporation for the appointment of special representative and assertion of claims against members of the management board and the supervisory board as well as against the controlling shareholder
- Representation of shareholders in a number of disputes concerning the list of shareholders of limited liability companiesunter (including many proceedings for interim relief, in particular prohibition of filing a new list of shareholders, order of treatment as a shareholder, assignment of objection)
- Representation of shareholders in a number of disputes concerning defective resolutions in partnerships, limited partnerships, limited liability companies and non-listed as well as listed stock corporations
- Representation of shareholders and companies in a number of disputes (out of court and in court) enforcing and defending against special audits and the appointment of special representatives in limited partnerships and limited liability companies
- Representation of parties in numerous disputes (out of court and in court) concerning the status of shareholders and the extent of their shareholding, also with regard to inherited shares (in particular with regard to succession clauses), in limited partnerships and limited liability companies
- Representation of parties in numerous post-M&A disputes (enforcement and defense of claims) before state courts and before arbitral tribunals, inter alia, regarding environmental matters, business operations and production sites, permissions, financial figures and forecasts, corporate matters (including ownership/encumbrances of shares and resources)
- Defending parties against claims regarding product and producer liability, including for an MDAX company
- Comprehensive representation of an MDAX company (numerous proceedings before state courts and arbitral tribunals), inter alia relating to commodity supplies
- Comprehensive representation of a DAX40 company in contentious matters regarding general civil andcommercial law as well as insolvency disputes
- Comprehensive representation of the property and real estate management of a German Federal State in contentious matters regarding general civil, corporate, real estate and estate-related disputes
- Representation of parties involved in estate-related disputes, inter alia, concerning the compulsory part, form issues in the case of a company succession, gifts detrimentally affecting contractual heirs, form issues regarding a last will, the procedural position of executors, in each case in particular with reference to questions of corporate law, succession clauses in partnership agreements
- Representation of parties involved in enforcing and defending against contestation actions pursuant to the German Insolvency Act and the German Act on Contestation
- Representation in enforcing and defending claims of management and supervisory bodies and against management and supervisory bodies of limited liability companies and stock corporations
- Representation in enforcing and defending claims of insolvency administrators, inter alia in post-M&A disputes, in enforcing supply (inter alia electricity), in proceedings for interim relief, in cases of liability of management and supervisory bodies
- Representation of parties in numerous proceedings for interim relief, inter alia, regarding corporate law measures for partnerships, limited partnerships, limited liability companies and listed and non-listed stock corporations (e.g. prohibition of holding the general shareholders' meeting, prohibition of chairing the general shareholders' meeting and exercising voting rights), securing compensation claims when leaving a limited partnership, taking closing measures in a corporate transaction (asset deal), securing industrial property rights and shares, defending supply claims against a DAX40 company
- Representation of parties in real estate disputes (including conveyance actions, claims arising from pre-purchase and re-purchase, enforcement of remediation obligations, environmental compensation and recourse claims under contract and statutory law)
- Representation in enforcing and defending claims against tax advisors, auditors and lawyers (e.g. for professional malpractice, fees, files)
- Representation of parties in national and international arbitration proceedings inter alia for DAX40 and MDAX companies regarding general commercial and corporate matters as well as on post-M&A disputes (inter alia under ICC and DIS rules as well as ad-hoc)
- Presiding-arbitrator and co-arbitrator in ad-hoc arbitration proceedings and proceedings under the DIS rules (matter in dispute, inter alia, dispute about revocation of appointment of managing directors and their liability, severance pay upon leaving the company, effectiveness of terminations)
- Defense of claims under the German Access to Information Act (IFG/UIG) (and corresponding federal state laws) for companies affected as third parties
- Representation of defendants in appraisal proceedings after structural measures
- Representation of applicants in approval proceedings for the enforcement of structural measures
Expert opinions:
- Expert opinions on corporate matters relating to partnerships, limited partnerships, limited liability companies and listed and non-listed stock corporations, inter alia, on corporate governance, property rights (inter alia questions of dividend policy) and management rights (inter alia voting rights and exclusion of voting rights) of the shareholders, special rights under the articles of association (inter alia appointment, nomination and delegation rights), group law issues, corporate opportunities and non-competition clause
- Expert opinions on the prospects of success of lawsuits, appeals and further appeals regarding mistakes in the application of the law in civil court disputes
- Expert opinions on the scope of judgments and arbitral awards for enforcement and subsequent proceedings
- Expert opinions on rights and obligations arising from (also cross-border) contracts for the provision of services and the supply of goods usually in contentious or controversial situations
- Expert opinions on issues of limitation periods in civil, commercial and corporate law
Legal advice and representation on general commercial and corporate matters:
- Permanent advice to a DAX40 company on general commercial law issues
- Permanent advice to an MDAX company on general commercial law issues relating to the supply of commodity, including the drafting of complex contractual agreements for the supply of commodities in a regulated environment (EU, federal and state law)
- Permanent advice to a number of mid-sized companies from Germany and abroad on issues of general commercial and corporate law, including foundation, restructuring, capital measures, corporate governance, compliance
- Advising and representing shareholders and companies in contentious and litigious situations, in particular in the preparation and conduct of shareholders' meetings
Advice and representation on corporate and real estate transactions:
- Holding company of Peter and Frank Görtz regarding strategic investment of Scandinavian investor FSN Capital in Bäcker Görtz GmbH
- Shareholder of Hoffmann SE regarding the combination with SFS Group AG
- Büschl-Group regarding the combination with Bauwens Group
- Büschl-Group regarding the acquisition of the Munich "Bogenhalle" from Deutsche Post
- UNIWHEELS (Holding) Malta Ltd. in Irrevocable Undertaking with Superior Industries on its public takeover offer for shares of UNIWHEELS AG
- Mannheimer AG Holding in public takeover bid by Continentale Insurance Group
- Mannheimer AG Holding in the event of a squeeze-out of minority shareholders under merger law by the Continentale Insurance Group
- 20/10 PERFECT VISION AG in joint venture with Bausch & Lomb in the field of refractive laser eye surgery
- Fermentas International Inc. on divestment to Thermo Fisher Scientific
- MLP Finanzdienstleistungen AG on acquisition of financial broker ZSH
- UNIWHEELS Group on acquisition of the European activities of the ATS Group out of insolvency
- Daimler AG on the sale of two blocks of 7.5% EADS shares each via the stock exchange and a derivative agreement to participate in the future increase of the EADS share price
- Daimler AG on the termination of the shareholders' pact at EADS
- Daimler AG on the proposed merger of EADS and BAE Systems
- Südzucker AG on the indirect acquisition of a block of Agrana shares
- Permanent advice of a MDAX company in several real estate and corporate transactions
- Permanent advice to a number of medium-sized companies in numerous real estate and corporate transactions
Publications
- Chapter M. Corporate Law, in: Mes, Beck'sches Prozessformularhandbuch, 15th ed. 2022
- Double-relevant Circumstances in Arbitration Law, ZZP 134 (2021), 455 (together with Markus Lieberknecht)
- Management Responsibility and Civil Procedure, ZHR 185 (2021), 125 (together with Florian Mader)
- Section 39 Conversions, in: Reichert, Arbeitshandbuch für die Hauptversammlung, 5th ed. 2021
- The Law of Defects in Performance in the Light of the COVID 19 Pandemic, ZIP 2020, 852 (together with Thomas Liebscher and Ben Steinbrück)
- Disruption of the Transactionbasis, Good Faith and MAC Clauses in Arbitration Proceedings, in: Wilhelmi/Stürner, Post-M&A Arbitration, Law and Finding of Law Beyond Statutory Law (2018)
- The Legal Error in the Open Society - Theory and Practice, AcP 218 (2018), 905 (with Daniel Damler)
- Structuring of a profit payment agreement in a stock corporation deviating from the articles of association and statutory law, AG 2016, 801 (together with Stephan Harbarth and Micha Brechtel)
- Geltl v Daimler and the Reform of the Market Abuse Law – the Element of Precision of Inside Information in Light of the Commission’s Proposals for Reform, European Law Reporter 2012, 276 (together with Nicolas Ott)
- The European Ban on the Frustration of Takeover Bids and the European Break-Through-Rule, in: Baudenbacher/Kokott, Current developments in European and international business law (2012)
- Repayment of Capital Contributions and Financial Assistance in case of an acquisition-financing merger - Merger Buyout of a Stock Corporation - (2011)
Education & Engagement
- Lecturer at the University of Mannheim (Introduction to German Private Law)
Education
- University of Constance
- University of Mannheim (Dr. iur.)
- University of Sankt Gallen (Executive Master of European and International Business Law)
- Languages: German, English
Mannheim | Munich
Dr. Stefan Zeyher
Stefan Zeyher is not only very good professionally, but also very pleasant personally.
Legal 500 – Commercial Litigation 2021
Stefan Zeyher attracts attention as a very committed partner. He quickly delivers requested solutions, which are legally always of highest quality and practical. His professional approach has significantly contributed to our pleasant cooperation and a very convincing result.
Legal 500 - Commercial Litigation