SMP

Matthias advises listed and non-listed corporations, shareholders as well as members of management boards and supervisory boards on matters of corporate law, in particular stock corporation law and the law concerning groups of companies (including aspects of capital markets law) as well as reorganization law. A more recent practical focus of his is on advising venture-capital-funded companies in the context of their transition into an AG (German stock corporation) or an SE (European stock corporation), legal forms which enable access to the capital market.

An additional focus of his work is on corporate litigation. Matthias has particular expertise in the field of disputes involving stock corporation law (such as legal actions regarding personal liability of members of management boards and supervisory boards; lawsuits regarding deficiencies in shareholders' resolutions; court proceedings to determine the adequacy of an offer for indemnifying minority shareholders; and disputes in connection with the appointment of special auditors or special representatives) as well as in providing support in connection with contentious general meetings.

Education and Career

Matthias studied law in Bonn, Cologne, Valladolid (Spain) and at Harvard Law School. Matthias started his career at Cleary Gottlieb Steen & Hamilton. Before co-founding SMP, he was a Partner at the corporate-law boutique firm Meilicke Hoffmann & Partner and an Associated Partner at Flick Gocke Schaumburg. Matthias regularly gives presentations and publishes on matters of corporate law. He has co-authored a commentary on stock corporation law and capital markets law.

Experience 

Matthias’ recent work highlights include:

  • advising flaschenpost on the formation of an SE
  • advising flaschenpost on their change of legal form into an AG and the associated reshaping of the governance and group structure
  • advising Lesara on their change of legal form into an AG
  • representing the majority shareholder of a listed SE in a contentious general meeting
  • advising a former management board member of a listed AG on matters of personal liability of his in that capacity
  • representing a supervisory board member in the context of defending against claims of personal liability of his in that capacity
  • representing shareholders in miscellaneous disputes among shareholders
  • Commentary on Secs. 29, 32, 41, 42, 42a, 46 nos. 1–1b German Limited Liability Companies Act (GmbHG) – Accounting and Appropriation of Profits
    in: Hachmeister/Kahle/Mock/Schüppen (eds.): Accounting Law, 2017 (together with Falko Braun) (forthcoming) [in German]
  • Can a stockholders’ meeting dismiss its chairperson?
    NJW-Spezial 2016, pp. 335–336 (together with Philipp Stein) [in German]
  • Preventing the passing of stockholders' resolutions by the chairperson of a stockholders' meeting and possible reactions of stockholders 
    AG 2015, pp. 696–708 [in German]
  • The isolated request for a court to appoint the chairperson of a stockholders' meeting 
    EWiR 2015, pp. 599–600 [in German]
  • Commentary on Sec. 246a German Stock Corporation (AktG) – Procedure governing petitions for registration of contested resolutions of the stockholders’ meeting with the commercial register
    in: Heidel (ed.), Stock Corporation Law and Capital Markets Law, 4th edition 2014, 5th edition 2019 (forthcoming) [in German]
  • Commentary on Secs. 311–318 German Stock Corporation Act (AktG) – De facto group 
    in: Heidel (ed.), Stock Corporation Law and Capital Markets Law, 4th edition (together with Sebastian Schödel) [in German]
  • No impact of the assessment by a majority of the stockholders on the court proceedings to determine the adequacy of an offer for indemnifying minority shareholders ("Ergo/Victoria") 
    EWiR 2013, pp. 703–704 (together with Sebastian Schödel) [in German]
  • The invalidity of stockholders’ resolutions on the election of the supervisory board
    EWiR 2013, pp. 333 (together with Sebastian Schödel) [in German]
  • The obligation of supervisory board members to conduct an independent risk analysis ("Porsche/Piëch") 
    EWiR 2013, pp. 229–230 (together with Thomas Heidel) [in German]
  • Embezzlement offences committed by supervisory board members by billing attendance fees contrary to the articles of association 
    EWiR 2013, pp. 27–28 (together with Sebastian Schödel) [in German]
  • The constitutionality of the Macrotron case law concerning delisting 
    EWiR 2012, pp. 483–484 [in German]
  • The misuse by stockholders of the right to challenge stockholders' resolutions and the reform of the German stock corporation law regarding deficiencies in stockholders' resolutions 
    Treatises on German and European Commercial and Business Law, Carl Heymanns publishing house, 2012, 389 pages; reviewed by Vetter, NZG 2012, p. 773; Fleckner, WM 2012, p. 2122; Noack, Handelsblatt 'Rechtsboard' of 4 March 2013) [all of them in German]
  • The comprehensive jurisdiction of Californian courts – Case note on 433 F.3d 1199, 9th Cir. 2006 – "Yahoo! Inc. v. La Ligue Internationale contre le Racisme et l'Antisémitisme (LICRA)" 
    IPRax 2006, pp. 292–297 (together with Eckart Gottschalk) [in German]