Your law firm for commercial law Berlin
Expert advice from specialized lawyers for commercial law
The Commercial law is the special private law of merchants or the generic term for commercial legal transactions. The regulations on this can be found primarily in the German Commercial Code (HGB), which regulates the legal norms for merchants, among other things. In addition, general civil law and a large number of ancillary laws such as the Corporate law (e.g. the German Limited Liability Companies Act (GmbHG) or the German Stock Corporation Act (AktG)), or intellectual property law (trademarks, designs, unfair competition and antitrust law) the norms of commercial law. A comprehensive expertise of various legal sources is therefore essential for a good Lawyer for commercial law indispensable. As experienced lawyers in commercial law, we at ab&d Rechtsanwälte have precisely this specialist knowledge and provide competent advice to merchants, companies, managing directors and commercial agents in all matters of commercial law. national and international commercial law - whether on site at our law firm in Germany (Berlin) or online via video call.
In commercial agency law we claims for commission (§§ 87 ff. HGB) and compensation (§ Section 89b HGB) for you, review and draft General Terms and Conditions as well as individual B2B contracts and negotiate cooperation or license agreements for you. We are also at your disposal for questions relating to contractual non-compete clauses with our many years of expertise at any time.
In the Corporate law we advise you on the formation or change of legal form and other transformation measures, on financing (in particular venture capital) and on the purchase or sale of companies or shares in companies. We have particular expertise in the law of limited liability companies, where we also advise managing directors.
We are happy to offer you a non-binding and free initial telephone consultation on your commercial law matter. Simply give us a call on +49 30 36 41 41 90, send us an e-mail to kontakt@abd-partner.de or use our contact form!
Our services in commercial law:
- Law of the GmbH (foundation, investments, transformation, transactions, holding structures)
- Consulting from Managing directors
- non-compete clauses
- Negotiation of commission and compensation claims
- Assertion of claims for information and accounting statements
- Review of non-compete clauses and drafting of Competition agreements
- Drafting of franchise agreements
- AGB check and GTC creation (B2B)
- Examination and Negotiation from Contract templates from your trading partners
- Drafting of cooperation and license agreements
- Framework agreements for joint ventures
Corporate law
The German corporate law regulates the legal relationships of associations of persons under private law that are established for the fulfillment of a specific purpose through legal transactions. However, the legal basis cannot be found in a uniform body of law. Due to the numerous cross-references to other areas of law, such as the commercial law or competition law the legal provisions of coroprate law cover a wide variety of legal sources, depending on the type of company and the individual case. A comprehensive expertise in these cross-sectoral legal norms is therefore essential of a corporate lawyer's work.
With over 10 years of experience and Hundreds of successfully advised clients in the Corporate law we own from ab&d Rechtsanwälte not only an outstanding knowledge of corporate law, but also an excellent understanding of the In-depth understanding of corporate law issues. We advise Founders, companies, shareholders and managing directors Competent, individual and highly personal in all corporate law issues, especially in the Law of the GmbH. In doing so, we always work with a clear strategy, one clever tactics and plenty of negotiating skills for the entrepreneurial goals and needs of our clients.
You too can benefit from the expertise and experience of our Lawyers for corporate law. Whether for the company is formed, the design of Shareholder agreements and partnership agreements, the Negotiation of investment rounds or with Transformations (change of legal form, merger, demerger) - we support you at every stage of your company's development. Of course, this also includes our specialized M&A consulting and transactional lawyering, within the framework of which we corporate transactions like Company acquisitions and sales and with the Sale of shares gladly support you.
Commercial agents and commercial agency law
Many companies rely on the support of commercial agents, authorized dealers or franchise systems to acquire new customers. In all of these constellations, the §§ 84 ff. HGB (German Commercial Code) regulate the legal framework of such contractual relationships - and in some cases "non-dispositive", i.e. in such a way that the contracting parties may not deviate from the statutory provisions or may not deviate from them to the detriment of the commercial agents.
Despite this partially restricted contractual freedom, a commercial agency contract in written form is highly recommended in order to regulate the legal relationship between the commercial agent and the company and thus prevent conflicts. This applies in particular to commission claims (§§ 87 ff. HGB) and the particularly contentious claim of the commercial agent for compensation pursuant to Sec. § Section 89b HGB after termination of the agency agreement. If the principal terminates the commercial agency contract without good cause or if the commercial agent terminates for good cause, due to age or illness, he is entitled to a compensation claim for those customers that he has acquired for the entrepreneur.
It is always important to observe the legal limitation and preclusion periods. For example, the compensation claim must be asserted within one year of termination of the commercial agency contract, otherwise it expires.
Our commercial lawyers will be happy to draft a commercial agency contract for you according to your wishes and review existing commercial agency contracts. Of course, we are also fully committed to assisting you in the event of commercial litigations relating to any commission payments, claims and entitlements.
Commercial law, B2B contracts, general terms and conditions
General Terms and Conditions (GTC), often also called terms of use, terms of purchase, terms of delivery, etc., have become an integral part of today's business world.
It should be noted that, according to the legal definition in § 305 BGB, General Terms and Conditions are not only documents that are specifically named as such, but are also considered as "pre-formulated contractual terms for a variety of contracts" that a contracting party (user) provides when concluding a contract. This means that even contracts that do not initially look like General Terms and Conditions are also General Terms and Conditions if the user wants to use the corresponding contract several times. In this case, the provisions of the §§ 305 ff. BGB apply to the entire contract, which leads to the nullity of many contractual provisions in consumer transactions (§§ 308 and 309 BGB), such as the invalidity of lump-sum compensation or excessively long contract terms.
In legal transactions between companies (B2B), the law on general terms and conditions is less regulated. The strict requirements of Sections 308 and 309 of the German Civil Code (BGB) do not apply directly (§ 310 BGB) – however, the provisions of the § 307 BGB and the § 305c BGB also place limits on the drafting of GTC contracts in B2B transactions. Surprising clauses are invalid and doubts regarding the interpretation of clauses are at the expense of the user (Section 305c BGB). According to Section 307 of the BGB, clauses that are unreasonably disadvantage to "the other party" (i.e. not the user); the disadvantage may also result from the fact that a clause is not clear and comprehensible.
For this reason, it is particularly important in B2B transactions to ensure that your own sample contracts do not contravene the provisions of GTC law, as otherwise they will be invalid and the statutory provisions will take their place, § Section 306 (2) BGB.
When drafting general terms and conditions for online transactions in the B2C sector, particular attention must be paid to ensuring that the legal information obligations be fulfilled (Art. 246 et seq. EGBGB). Data protection notices are also becoming increasingly relevant, especially since the validity of the GDPR.
You need legal support with the legally compliant design of your general terms and conditions? We would be happy to review and create individual GTCs for your business model. As part of our consultation, we will also provide you with information on where we recommend adjustments to your business model based on our experience - because: the best general terms and conditions are the ones you never need.