With automotive being one of the strongest industries both in Japan and in Germany, the automotive industry is also one of our key areas of advice. We provide legal counsel both to Japanese subsidiaries of German and other foreign automotive tier-one and tier-two suppliers, automotive aftermarket companies as well as OEMs and to German subsidiaries of Japanese suppliers and OEMs.
Also we have helped various clients in negotiating and establishing joint ventures and helped identifying the best joint venture partner. We also have a strong track record in dealing with problems between the joint venture partners, negotiating adjustments, refinancing and restructurings joint ventures or advising in case of dissolution.
Due to our extensive experience, we fully understand the legal challenges both OEMs and suppliers are facing and provide customer tailored support to deal with these issues throughout the entire production and supply chain.
For various High-Tech companies (including mature companies as well as start-up companies and individual entrepreneurs), we have been assisting in negotiating comprehensive global cooperation agreements, including product specific distribution, supply and R&D agreements as well as complex licensing agreements.
We closely monitor the recent developments and implications of the ongoing digitalization and networking (“Industry 4.0”) and its implications on the automotive and high tech industry. This includes in particular the challenges in connection with automated and connected vehicles (autonomous driving) for OEMs, suppliers and insurances in the fields of liability, labor, insurance and competition law. For a recent update in Japanese on Industry 4.0 and Internet of Things (IoT) in Germany, please refer to our article published in the Journal of the Japanese Institute of International Business Law (Kokusai Shôji Hômu), Vol. 44, No. 7, July 2016.
Our experience in the automotive industry includes in particular:
- Providing Legal Advice to Wilhelm Karmann GmbH and Karmann Japan
Assisting Wilhelm Karmann GmbH in the incorporation its Japanese subsidiary Karmann Japan KK and providing legal advice on the establishment of its production line for retractable hard top systems on the premises of Karmann’s customer Nissan, we drafted and negotiated various industry specific agreements such as the Supply Agreement, Commission Agency Agreement and Plant Lease Agreement. Upon insolvency of the German parent company, we advised the insolvency administrator on the sale of the Japanese subsidiary to Magna, achieving a deal satisfying the insolvency administrator as well as Nissan and the purchaser.
- Major German SME and small Japanese SME
We advised a major German SME on the investment in a Japanese SME, resulting in a Joint Venture Company in which we helped to develop a first model of multidimensional governance. Instead of unilateral control, we suggested an “Integration Path”, granting various levels of control and ownership and respecting different demands of the two different partners.
- Automotive supplier
Among our other projects:
- Restructuring of SME and successful ramp-up of a new product line in automotive supply which had been severely disrupted by the Lehmann Shock. Due to prior insolvency of the original German headquarters, complex class share structures were developed in order to defend the former subsidiary, which we successfully restructured, against possible unjustified claims by the German insolvency administrator.
- Acting as general counsel for Japanese subsidiaries of a leading German automotive parts supplier, providing advice on company restructuring, labor law issues and general corporate matters.
- Restructuring of the Japanese Group of a German Automotive Maker and establishing one of its key brands through a buy-out of the listed dealership by tender offer bid.
- Setting-up the German operations and drafting and negotiating all relevant agreements of a global general distributer of certain high-end automotive parts.
Our experience in the high-tech industry includes in particular:
- Acting for a Japanese technology group in successfully acquiring a US nanotechnology company. We also assisted the client in negotiating a comprehensive global cooperation agreement with a German partner including the product-specific distribution, supply and R&D agreements.
Our scope of advice in the field of automotive and high-tech includes in particular providing counsel on the following matters:
- Drafting, negotiating and completion of national and cross-border M&A transactions, joint ventures and cooperations
- Setting-up subsidiaries and branch offices in Japan and Germany
- Corporate and financial restructuring of operations and dealing with related employment issues
- Product safety and product liability as well as warranty matters including product recalls, defense against claims and dealing with authorities
- Intellectual property protection, including drafting and negotiation of R&D agreements and license agreements
- Compliance, competition and antitrust matters
- Long-term supply, distribution and agency agreements, general terms and conditions as well as tooling agreements and logistics agreements
- Dispute resolution, in and out of court settlements