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. In addition, Matthias regularly acts as counsel and referee in post-M&A arbitration matters and arbitration proceedings with a corporate law focus.
The JUVE Handbook lists Matthias as a frequently recommended advisor in the area of corporate law, while the Handelsblatt (in co-operation with Best Lawyers Verlag) and Wirtschaftswoche rank him among the best lawyers in Germany for conflict resolution. Matthias is recognised by clients as an "expert in directors' and officers' liability", "outstanding corporate lawyer, particularly well versed in stock corporation and SE law; for many of our portfolio companies the go-to guy for SE conversions and restructurings", competitors praise him as "professionally excellent, assertive in court", "experienced and good" (Juve Handbook 2023/2024) as well as “outstanding expert in stock corporation law” and "corporate litigator in a class of his own" (Juve Handbook 2024/2025). They also emphasise the "pleasant cooperation" (Juve Handbook 2024/2025).
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 YPOG (in 2021) and SMP (in 2017), Matthias 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
In corporate and transformation law, Matthias has recently advised clients on the following matters, among others:
- Helsing in connection with the establishment of an SE holding structure, in particular for SE governance.
- Founder of SoSafe on changing the legal form to an AG and establishing an SE
- advising Porsche Automobil Holding SE on the transformation of Isar Aersopace GmbH into an SE
- advising Taxfix on the change of legal form into an AG and subsequently into an SE
- advising several investors in context of the establishment of advastore SE
- advising flaschenpost on their change of legal form into an AG, on the formation of an SE, on reshaping their governance and group structure as well as on their exit to Oetker
- advising Flink on the establishment of an SE holding structure as well as on shaping their group structure for their German and European business operations
- advising Trade Republic on a wide range of corporate-law matters
As a representative, Matthias was most recently involved in the following post-merger M&A arbitration proceedings, among others:
- Representation of the seller following a PE transaction (healthcare industry) in defending claims for alleged fraudulent misrepresentation and alleged breach of warranty
- Representation of the seller (a leading company in the specialty chemicals sector) following an exit transaction (digital printing) in defense against claims for alleged breach of warranty
- Representation of the seller following an exit transaction involving a VC-financed company in enforcement of the purchase price claim
- Representation of a strategic investor (advertising and media industry) in enforcement of claims for fraudulent misrepresentation and breach of warranty
In the area of corporate litigation, Matthias most recently worked on the following mandates, among others:
- Advising and representing a VC-financed company in connection with the disputed departure of a founder (disputed leaver case), in particular supporting the disputed shareholders' meeting and representing the company in interim injunction proceedings and in the main proceedings
- Representation of a VC-financed company as respondent in preliminary injunction proceedings in connection with a “reclassification” of shares
- Representation of a listed company (semiconductor industry) in various legal disputes with minority shareholders in a subsidiary (including action for exclusion)
- Advising and representing the majority shareholder of a listed SE in a contentious general meeting and as an intervener in the subsequent resolution defect proceedings (including on the issue of loss of rights due to breach of voting rights notification obligations)
- Representation of the former managing director of the holding company of a real estate group against claims for alleged breaches of duty
In the course of his previous work at other law firms, Matthias has also handled the following corporate law disputes, among others:
- Representation of a former supervisory board member in the defense against claims for damages under Section 116 of the German Stock Corporation Act (AktG)
- Representation of a shareholder in a takeover dispute concerning the appropriateness of the consideration following a takeover bid under the German Securities Acquisition and Takeover Act (WpÜG)
- Advising and representing shareholders in connection with motions under section 122 of the German Stock Corporation Act (AktG) (including judicial enforcement under section 122 (3) AktG, also with regard to the judicial appointment of a chairman of the meeting)
- Advising and representing shareholders in connection with the adoption of resolutions to assert claims pursuant to Section 147 (1) AktG and the appointment of a special representative pursuant to Section 147 (2) AktG
- Representation of a special representative within the meaning of Section 147 (2) AktG in the enforcement of claims for damages against former members of the executive bodies of a stock corporation
- Advising and representing shareholders in connection with the (including judicial) enforcement of a special audit and the appointment of a special auditor pursuant to Section 142 AktG
- Representation of a shareholder in a constitutional complaint following a disclosure lawsuit after a merger
In the area of commercial litigation, Matthias most recently advised in the following disputes, among others:
- Advising and representing a foreign manufacturer of special robots in a contractual dispute with a German customer
- Advising and representing a foreign major importer of baked goods in a legal dispute with its German supplier
Qualifications
- German qualified attorney (Rechtsanwalt)
- Attorney-at-Law (New York)
- Business mediator (Wirtschaftsmediator)
- Ph.D. in law (Dr. iur.) (Cologne University)
- LL.M. (Harvard)
Languages
- German
- English
- Spanish
- Sole power of representation of the Administrative Board in a monistic SE also in relation to legal transactions with managing directors that are only legally advantageous for the company
in: ZIP 2025, pp. 876-877 (together with Danêl Buchholz) [in German] - Standard for judicial review regarding an application pursuant to section 122 (3) sentence 1 German Stock Corporation Act (AktG) for authorisation to convene a general meeting
WuB 2024, pp. 381-385 (together with Felix Denkinger) [in German] - Practical Legal Issues regarding the Formation and Governance of a monistic SE,
in: AG 2024, 569 (Issue 16) (together with Dr. Christoph Lüttenberg) [in German] - The appointment of a curator ad litem for the recipient of a third-party notice who is under legal disability
Monatsschrift für deutsches Recht (MDR), 5/2023, S. 268 ff. (together with Christoph Lüttenberg) [in German] - Representation power of the special representative as a separate part of the comprehensive representation power of of an AG's management board
in: EWiR 22/2022, S. 677 f. [in German] - Appointment of a guardian ad litem in corporate disputes
in: Neue Zeitschrift für Gesellschaftsrecht (NZG), 31/2022, S. 1473 ff. (together with Christoph Lüttenberg) [in German] - Applicability of Art. 25 Brussels Ia Regulation to jurisdiction agreements between German partnerships and foreign general partners
in: EWiR 21/2022, S. 670 f. (together with Christoph Lüttenberg) [in German] - Specifics of the Listed European Company (SE)
in: Marsch-Barner/Schäfer, Handbuch börsennotierte AG, 5th ed., 2022 (together with Dr. Eberhard Vetter) [in German] - Legal entities and partnerships as special representatives within the meaning of section 147 (2) of the German Stock Corporation Act (AktG)
Essays in honor of Thomas Heidel, 2021, pp. 713 et seqq. (together with Christoph Lüttenberg) [in German] - The Right to Information of the Special Representative within the meaning of Sec. 147 German Stock Corporation Act (AktG) as reflected in Case Law
Essays in honor of Barbara Grunewald on the occasion of her 70th birthday, 2021, pp. 961 et seqq. [in German] - Commentary on Sec. 246a German Stock Corporation Act (AktG)
in: Hirte/Heidel (eds.), The New German Stock Corporation Law — following the German Act Implementing the Second Shareholders' Rights Directive (ARUG II) and Corona Legislation, 2020 [in German] - Liability for legal costs incurred by a contractual partner in connection with legal action brought in the U.S. contrary to a choice-of-forum agreement
EWiR 2020, pp. 95 et seq. [in German] - Questions of law regarding venture-capital financing of German stock corporations
Festschrift für [Essays in honor of] Eberhard Vetter on the occasion of his 70th birthday, 2019, pp. 681 et seqq. [in German] - No establishment of a co-determined supervisory board in an SE following reorganization from a German stock corporation without such co-determined supervisory board
EWiR 2019, pp. 655 et seq. [in German] - Representation of a German stock corporation by its supervisory board even when entering into an agreement with the single-member company of a management-board member
EWiR 2019, p. 199 et seq. (together with Sebastian Schödel) [in German] - 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) [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 [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 2014, 5th edition 2019 (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]
