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Partner

Dr. Martin Schaper

Martin advises corporate clients, private equity and venture capital funds as well as other financial investors on M&A and venture capital transactions as well as other matters of corporate law. He also focuses on the incorporation of European Stock Corporations (SE) as well as complex carve-outs and corporate reorganizations.

Germany's leading economic magazine WirtschaftsWoche ranks Martin as a top lawyer for corporate law in Germany. In The Best Lawyers® in cooperation with the Handelsblatt®, Martin is frequently commended as one of Germany's best lawyers for corporate law, mergers and acquisitions and venture capital in Germany. 

Education and Career

Martin studied law in Marburg, Bologna and Cambridge (UK). Before joining YPOG, Martin was a Partner at SMP and a Principal Associate at Freshfields Bruckhaus Deringer LLP in Berlin.

Martin regularly publishes on matters of corporate law and is the author of a book on SE law.

Experience

Martin's recent work highlights include advising:

  • Delivery Hero on the acquisition of a majority stake in Glovo
  • Great Hill Partners on the merger of Echobot and Leadfeeder including their € 180m investment
  • SellerX on its € 500m equity/debt financing round with BlackRock and Sofina as well as its € 100m equity financing round with L Catterton
  • Delivery Hero as lead investor on the $1bn series C financing of Gorillas as well as on the sale of foodpanda Germany to Gorillas
  • Shareholders of Fit Analytics on the sale to Snap Inc.
  • Capvis portfolio company BSI Software on the acquisition of Snapview
  • Consortium led by INKEF Capital on € 64m series B financing of Cardior
  • Unite group (Mercateo) on the formation of two European Stock Corporations (SE)
  • Recker Holding on the sale of Like Meat to The Livekindly Company
  • Project A Ventures on numerous PE co-investments and VC transactions
  • momox on the carve-out of its logistics business unit
  • Haniel on the acquisition of a majority stake in Emma – The Sleep Company (Bettzeit GmbH)
  • Next Gen Foods (TiNDLE) on various equity and debt financing rounds
  • Shareholders of Flightright on the sale to Intermedia (Medien Union)
  • Boehringer Ingelheim Venture Fund on its investment in Tacalyx
  • Shareholders of nu3 on the sale to Shop Apotheke
  • Homeday on its series B financing round with Axel Springer
  • Delivery Hero on its conversion into a European Stock Corporation (SE)

Qualifications

  • German qualified attorney (Rechtsanwalt)
  • Ph.D. in law (Dr. iur.) (Marburg University)
  • LL.M. (Cambridge, UK)

Languages

  • German
  • English
  • Multiseller Transactions – Part 2: The sellers' agreement, GmbHR 2019, pp. 1334-1343 (together with Benjamin Ullrich) [in German]
  • Multiseller Transactions – Part 1: The liability regime, GmbHR 2019, pp. 625–633 (together with Benjamin Ullrich) [in German]
  • Equity requirements in the conversion of a limited liability company into a stock corporation, AG 2019, pp. 69–74 [in German]
  • Composition of the supervisory board of an SE according to the legally required target status, case note on Higher Regional Court (OLG) of Frankfurt/M. case no. 21 W 29/18, EWiR 2018, pp. 615–616 [in German]
  • Corporate communications and confidentiality in the European Stock Corporation (SE) compared to the AG, AG 2018, pp. 356–364 [in German]
  • The European Stock Corporation (SE) – Formation and governance options, Springer Gabler, Wiesbaden, 2018, 66 pages [in German]
  • Treasury shares and the conversion by way of a change of legal form, ZGR 2018, pp. 126–148 [in German]
  • Distribution of powers and liability regarding structural measures in German stock corporations (Aktiengesellschaften – AGs) and corporate groups (together with Annedore Streyl), ZIP 2017, pp.410–417 [in German]
  • Cross-border change of legal form of a French S.à r.l. into a German GmbH, case note on Higher Regional Court (Kammergericht) of Berlin case no. 22 W 64/15 (together with Malte Vollertsen), EWiR 2017, pp. 109–110 [in German]
  • Reasons why more and more companies opt for an SE (Societas Europaea), gruenderszene.de (Feb. 2017) [in German]
  • Share certificates in practice – issuance, transfer, exchange, and declaration of invalidity, AG 2016, pp. 889–895 [in German]
  • Change of legal form in the context of companies undergoing growth, VC Magazine 2015, pp. 40–41 [in German]
  • Performance or non-performance – Enforceability of contractual claims in case of opposing foreign embargo regulations (together with Hans-Joachim Prieß), Festschrift für [Commemorative publication in honor of] Dr. Arnold Wallraff, 2015, Ehlers/Wolffgang (eds.), pp. 267–288 [in German]
  • Cross-border change of legal form and transfer of seat: implementation of the 'VALE' decision of the European Court of Justice (ECJ), ZIP 2014, pp. 810–817 [in German]
  • Russian roulette: scope and limitations of cessation clauses in articles of association, DB 2014, pp. 821–824 [in German]
  • Agreement on illegal earnings II, case note on Higher Regional Court (Oberlandesgericht – OLG) of Schleswig case no. 1 U 24/13 (together with Fabian Hentschel), EWiR 2014, pp. 47–48 [in German]
  • Hybrid Legal Forms at the Gates – The Transition from Combined Legal Forms to Hybrid Corporations and its Consequences for Creditor Protection, ECFR 2013, pp. 75–112 – (in English)
  • Cross-border combination of legal forms of companies and the principle of freedom of establishment – liability for delays in filing for insolvency; prohibition of disbursement; and the rules on maintenance of capital regarding Ltd. & Co. KGs (together with Lars Klöhn), ZIP 2013, pp. 49–56 [in German]
  • Agreement on illegal earnings I, case note on Germany's Federal Court of Justice (Bundesgerichtshof – BGH) case no. VII ZR 6/13 (together with Fabian Hentschel), LMK 2013, 352368 [in German]
  • Reverse direct liability in the context of the German unincorporated civil-law association (Gesellschaft bürgerlichen Rechts – GbR), case note on Federal Court of Justice case no. II ZR 150/12 (together with Melanie Knoch), LMK 2014, 357052 [in German]
  • Selection and combination of legal forms of companies against the background of institutional competition – combined and hybrid legal forms in the context of the competition between European and US corporate laws, Duncker & Humblot, Berlin, 2012, 375 pages; reviewed by Wolfgang Kerber, ORDO (The Ordo Yearbook of Economic and Social Order) 2013, pp. 519–523 [in German]
  • Taxation of unrealized increases in value in the context of cross-border transfers of seat, case note on European Court of Justice case no. C 371/19 (National Grid), EWiR 2012, pp. 505–506 [in German]
  • The treatment of non-EU-member-country choice-of-jurisdiction clauses before European courts – de lege lata and de lege ferenda (together with Carl-Philipp Eberlein), RIW 2012, pp. 43–49 [in German]
  • Revocation of an accession to a closed-end real-estate fund, case note on European Court of Justice case no. C 215/08 (Friz) (together with Lars Klöhn), WuB I G 5 Immobilienanlagen 5.10 [in German]
  • International jurisdiction pursuant to Art. 22 No. 2 of the recast Brussels I Regulation and arbitrability of disputes regarding deficiencies in shareholders' resolutions – Implications for the European competition between corporate laws, IPRax 2010, pp. 513–520 [in German]
  • Arbitrability of disputes regarding deficiencies in shareholders' resolutions: The new 'Supplementary rules for corporate-law disputes' of the German Institution for Arbitration (Deutsche Institution für Schiedsgerichtsbarkeit – DIS) (together with Kirstin Schwedt and Anna-Julka Lilja), NZG 2009, pp. 1281–1285 [in German]
  • Dual management-board mandates, case note on Federal Court of Justice case no. II ZR 170/07 (together with Lars Klöhn), LMK 2009, 287721 [in German]
  • Italian law of conflicts regarding companies, Jahrbuch für Italienisches Recht [Yearbook for Italian Law] 2008, vol. 21, Jayme/Mansel/Pfeiffer (eds.), pp. 135–154 [in German]
Dr. Martin Schaper

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