Martin advises financial investors and companies on M&A and private equity transactions as well as growth investments, with a particular focus on complex, cross-border deals. A key focus of his practice is transactional and corporate law advice for growth companies in the fields of Life Sciences, HealthTech, DeepTech, E-Commerce, ClimateTech and FinTech.
He also has extensive expertise in the establishment of European Companies (SE), corporate governance matters, and complex and innovative corporate reorganizations, including conversions, restructurings, reverse flips, and the ongoing corporate law support of portfolio companies and corporate groups.
Martin is ranked by numerous legal directories as a leading lawyer in Germany with an "impressive track record" in the areas of M&A, private equity / venture capital and corporate law (JUVE, Chambers, Legal500 "Leading Partner", Wirtschaftswoche, Leaders League, Handelsblatt in cooperation with the US publisher Best Lawyers© "Lawyer of the Year M&A 2023"). Chambers & Partners ranks him among the leading lawyers for venture capital and M&A transactions. Clients describe him as "a great lawyer with very deep knowledge," "technical, pragmatic and very easy to work with," and conclude: "We have absolutely outstanding experiences working with Martin Schaper. He's very reliable, responsive and can handle complex situations."
Education and Career
Martin studied law in Marburg, Bologna and Cambridge (UK). Before joining YPOG, he worked for several years at Freshfields Bruckhaus Deringer LLP.
Martin regularly publishes on corporate law topics and is the author of a book on SE law.
Experience
Martin's recent work highlights include advising:
M&A / Private Equity
- Verdane on its investment in healthtech company ETERNO Health
- ProsiebenSat.1 on the sale of wetter.com to FUNKE Mediengruppe
- Evotec on the sale of biotech company Tubulis to Gilead for up to $5 billion
- ETERNO Health on the acquisition of Doc Cirrus
- The shareholders of Friendsurance on the sale to Cover Genius
- INKEF Capital on the sale of Cardior to Novo Nordisk for an aggregate purchase price of up to €1.025 billion
- Delivery Hero on the acquisition of Glovo, one of the leading delivery platforms in Europe, as well as on the sale of foodpanda Germany to Gorillas
- Great Hill Partners on the merger of Echobot and Leadfeeder, including a €180 million investment
- Shareholders of Fit Analytics on the sale to Snap Inc.
- Capvis portfolio company BSI Software on the acquisitions of Snapview and inSign
- Recker Holding on the sale of Like Meat to The Livekindly Company
- Project A Ventures on numerous private equity co-investments (including with 3i, Capvis and Bregal) and venture capital investments (including in sennder and Yoummday)
- Shareholders of Flightright on the sale to Intermedia (Medien Union)
Venture Capital
-
Sunfire on its €215 million Series E financing round with LGT Bank, GIC, Lightrock and Planet First Partners
- traceless materials on its €36.6 million Series A financing round
- SellerX on a €500 million equity and debt financing round with participation from BlackRock and Sofina, as well as on a €100 million financing round with L Catterton
- Delivery Hero as lead investor on Gorillas' $1 billion Series C financing round
- Aignostics on its $34 million Series B financing round
- Boehringer Ingelheim on various VC and M&A transactions
- APEX Ventures on numerous equity financing rounds (u.a. bei DeepSpin, NEOintralogistics, Hyperheat und Gemesys)
- Next Gen Foods (TiNDLE) on various equity and debt financing rounds
- Numerous technology and growth companies on VC and M&A transactions, including kiutra, sewts, TACALYX, ECO Group and many more
Corporate Reorganisations
-
Langdock in connection with a reverse flip from the U.S. to Germany and the reorganization of its group structure with a European Company (SE) as the ultimate parent company
- MILES Mobility on corporate law measures and corporate governance matters
- Codesphere on its reverse flip from the U.S. to Germany and the implementation of a new European holding structure with an SE as the parent company
- N26 and N26 Bank on their conversion into stock corporations (Aktiengesellschaften)
- momox on the formation of two European Companies (SE) as well as the carve-out of its logistics business unit
- The Unite group (formerly Mercateo) on the formation of two European Companies (SE)
- ZenJob on its conversion into a European Company (SE)
Qualifications
- German qualified attorney (Rechtsanwalt)
- Ph.D. in law (Dr. iur.) (Marburg University)
- LL.M. (University of Cambridge, UK)
Languages
- German
- English
- The EU Inc. – A suitable legal form for growth companies and venture capital investors?
GmbHR 2026, pp. 953–965 (together with Ciro D'Amelio and Maximilian Mense) (in German) - Contractual Arrangements in Venture Capital,
ZGR 2024, pp. 509–534 [in German] - Growth financing in 2023 – New market trends and best practices,
VC Magazine 2023, pp. 10–11 [in German] - 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] - 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]
