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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 lists Martin as a top lawyer for corporate law. According to the JUVE Handbook, Martin is frequently recommended for private equity / venture capital transactions with an “impressive track record”. Leaders League ranks Martin as one of the leading German Venture Capital lawyers and recommends him for M&A transactions. Martin is also frequently commended by Handelsblatt (in cooperation with The Best Lawyers) as one of Germany's best lawyers for corporate law, M&A 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
  • N26 and N26 Bank on their conversions into stock corporations (Aktiengesellschaften)
  • 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
  • momox on the formation of two European Companies (SE) and the carve-out of its logistics business unit
  • 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 and inSign
  • Consortium led by INKEF Capital on € 64m series B financing of Cardior
  • Unite group (Mercateo) on the formation of two European Companies (SE)
  • Recker Holding on the sale of Like Meat to The Livekindly Company
  • Project A Ventures on numerous PE co-investments (with 3i, Capvis, Bregal etc.) and VC investments (in sennder, Yoummday etc.)
  • 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
  • Haniel on the acquisition of a majority stake in Emma – The Sleep Company (Bettzeit GmbH)
  • Delivery Hero on its conversion into a European Company (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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