Real Estate Investments and Asset Management

Success rests on the
right assets. Ours are
competence, passion
and innovation.

Monique Franke, lawyer

Our law firm is one of Germany’s
leading legal advisers in real estate and
transactions.

The largest team of real estate lawyers in Germany.

As a leading law firm in the real estate industry, clients value GSK Stockmann as a competent and well-connected partner for major market players.

Our 360° approach ensures that you receive advice that tackles all legal and commercial challenges surrounding your real estate. Once we gain an in-depth understanding of your projects, we focus on creating a pragmatic and legally viable framework for their completion. Since we are one of the largest teams of real estate lawyers in Germany, we have sufficient capacities to cope with large-volume transactions and projects on a tight schedule.

Many of our partners are considered Germany’s leading legal advisers in the fields of real estate and transactions.

Our client base includes institutional investors in Germany and in other countries (e.g., banks, insurance companies, asset management companies, real estate funds and pension funds) as well as asset managers, private equity companies, family offices, project developers, owner-occupiers, commercial tenants, hotel operators and estate agents. Our claim: Your goals are our benchmark. Your perspective.

Our approach:
360° advice.
Our foundation:
knowledge.

Markets in focus

If you want to exploit the full potential of growth, you need top notch support. Thanks to our bundled expertise in all sectors and markets, we have everything covered.

We have been advising and supporting institutional investors in the field of real estate for many years now. Consequently, over the course of time, we have gained extensive experience in structuring, preparing, conducting and completing transactions of all kinds (share deals and asset deals, joint ventures, fund structures) as well as in financing transactions. In doing so, we focus particularly on the specific regulatory requirements which apply to each individual client. We offer our clients comprehensive and interdisciplinary advice and support on all the structural, tax-related, legal and supervisory aspects of real estate transactions. Our approach “360° Real Estate” is based on an in-depth business grasp of real estate and the property market. We liaise with the relevant departments within our law firm to offer you the combined insights and expertise of our colleagues in Tax, Real Estate Management, Corporate, Investment and Finance. Our services cover the entire value chain of a real estate investment – from greenfield construction through to placement on the capital market.

We also offer support with creating and structuring open and closed real estate funds or speciality funds. Last but not least, we can advise you on all real estate issues connected with the capital market (e.g., structuring a REIT or preparing for flotation on the stock market).

The world of private equity investments is one of increasing competition and complexity. Not only do investors need a good instinct for opportunities; the success or failure of an investment also depends on good structuring and on the ability of a legal adviser to implement even the most complex investment strategies.

Liaising closely with our Private Equity team, we advise and support financial investors and strategic investors in connection with real estate investments. The members of our team work hand in hand to ensure we fully understand the needs of our private equity investors. We will back you with the expertise required to enable you to assert yourself on the market.

We advise offer you comprehensive advice and support for the purchase and sale of real estate done on behalf of investors as well as on ongoing asset management for real estate of all types and classes. Clients trust our expertise as we handle their cases resolutely and extremely efficiently.

To safeguard and further these interests, our dynamic and well-integrated team of experts taps into the valuable experience we have gained over the years with successful transactions and asset management cases. Wherever and whenever you need us, our highly specialised and experienced experts will help you with all legal and tax-related questions and negotiations.

The restructuring of the global economy has led to an increase in the amount of capital required by companies. In this connection, real estate constitutes an important resource for the financing needs of a company. The way companies handle this resource has changed in recent years. Formerly handled as classic property management, it has now become a business field in its own right.

Most companies, however, are not specialists in the field of real estate acquisition, management and marketing – and hence require the support of a partner who not only has the requisite legal expertise, but is also highly conversant with the real estate industry. We understand the corporate mentality and handle the needs and requirements of real estate in an extremely professional manner. We also have the necessary expertise to act on behalf of companies in all sectors and industries – from high-tech businesses through to classic heavy industries.

Special requirements apply when it comes to legal advice in the public sector. On the one hand, we have companies in the public sector which are privately run, yet are still subject to public sector regulations; these also often have a special tax status. On the other hand, we have institutions in the public sector which are state-owned and subject to special laws and requirements on local, state and federal levels.

In addition to a thorough knowledge of these particular circumstances, a profound political understanding is also necessary when advising the public sector. Our specialists have gained considerable expertise in this challenging field, and will help you bring your project to successful completion.

Family businesses are the essence of entrepreneurship, and are rightly regarded as the backbone of our economy. They take a sustainable and cross-generational approach to business. They are innovative, have strong regional roots and often enjoy international success. And they live and breathe their values.

We provide you with reliable support for all matters related to your real estate. The advice we provide is enduring, and tailored to your individual situation.

There is no such thing as a typical commercial tenant. For this reason, professional legal advice is imperative in this field if negotiations with prospective tenants are to be conducted on an equal footing – from both a legal and an economic perspective.

Besides representing you in major mandates under tenancy law, such as the leasing of single-tenant properties and tailor-made project developments with a focus on building law, we also represent you as tenants, in particular in ongoing asset management and in the litigious enforcement of your claims.

We always develop individual solutions which are tailored to the specific needs of our clients. If you are a tenant, you can also benefit from our dynamic and integrated team of real estate experts – who will consistently offer you highly qualified and pragmatic advice and support, no matter how complex the question or negotiation.

Our law firm has earned a considerable reputation as a leading legal adviser in the growing market for investments in hotel properties. In particular, clients appreciate our comprehensive and interdisciplinary approach. Our wide spread of highly qualified experts in the “Hotels and Leisure” sector and our 360° approach enable us to advise not only on real estate law, but also on all aspects of corporate, tax, investment, construction, insolvency, labour, licensing and trademark laws.

We support our clients – national and international – along the entire value chain of a hotel property, beginning with applications for planning permissions, continuing through to project development, financing, renting or leasing the property and negotiating management contracts, franchise agreements and other operational contracts, and ending with the acquisition or sale of the hotel as an asset deal or share deal. Our expertise in this field also covers complex deal structures such as forward funding, joint ventures, portfolio transactions and takeovers in the course of insolvency proceedings. In the field of financing and collateral for hotels, we act not only on behalf of banks and investors (mortgages, capital or mezzanine loans) but also on behalf of borrowers. Naturally, we remain at your side in day-to-day operations, and can support you with ongoing or terminated hotel rental contracts or lease agreements, or during management changes, rebranding processes, renovation work or organisational restructuring. In the event of a dispute, we offer reliable and competent support – whether it is negotiating an out-of-court settlement, supporting you in arbitration proceedings or representing you in court.

Regardless of whether we are representing the interests of proprietors (project developers, institutional investors, family offices or other asset holders), or working on behalf of operational market players (innovative start-ups, white-label franchise holders or international hotel chains), and regardless of whether the project at hand is a budget product, a boarding house, a holiday resort or a luxury hotel – we always put ourselves in our client’s shoes and develop an individually tailored strategy that is legally watertight, tax-optimised and makes sound business sense. The advice we offer never comes from the sidelines; we are firmly rooted in the heart of the real estate industry. In other words, we are on the same page as our clients.

The asset class for the logistics industry is firmly established; this is reflected in the volume of new construction projects and investments. In particular, online shopping and ongoing globalisation offer a world of opportunities. Germany is still regarded as one of the world’s most attractive logistics locations, but land shortage and congested traffic infrastructures pose challenges.

Increasingly, investors are focussing not only on dedicated logistics facilities (distribution centres, warehouses, transshipment premises), but also on industrial real estate (corporate real estate, business parks, “light” industrial premises and production sites). Many of these are designed as multi-tenant, multi-purpose buildings; this increases diversification and hence reduces the level of risk.

Over the years, we have acquired considerable expertise, supporting countless clients with legal and tax-related advice on logistics and industrial real estate – handling, for example, complex building law questions connected with the size or location of the respective real estate, or soil protection issues such as brownfield development, or standard tasks such as drafting rent or sale agreements. Thanks to many years of experience, we know exactly what to look out for.

Innovative, with long-term growth potential – the healthcare industry is an important driving force in the economy. The dynamic growth of the industry is marked by equally dynamic innovation and transformation processes. Successful companies use and develop these further. As the pressure of competition increases, we will help you stand your ground and assert yourself sustainably on the market. Thanks to our internal sectoral network, we are able to draw on considerable expertise when it comes to providing healthcare companies with legal advice. Our in-depth understanding of the role healthcare companies play enables us to quickly identify important correlations and focus on the essentials.

We provide comprehensive advice and support in the field of various types of healthcare real estate (e.g., nursing homes, hospitals, assisted living with or without day-care facilities, retirement villages and laboratories).

The structure of retail has undergone considerable change, and this trend is expected to continue in coming years. In the past, retail structures have undergone considerable change, and this trend looks set to continue in coming years. The challenge lies, therefore, not only in constantly seeking and finding new ways to do justice to the changing needs of tenants and customers, but also in establishing future-proof companies and locations that will stand the test of time.

In a world where businesses sink or swim, success often depends on finding the support of a true specialist and expert who will help you steer the course of developments in the industry, liaise closely with you, advise you on investments and help you maximise the value of your retail business.

Our interdisciplinary team consists of legal experts from a wide range of fields: real estate, construction, planning and regional planning, regulatory, brand portfolio management, M&A and corporate finance, tax, retail, HR, finances, insolvency, licensing, franchising, data protection, trade regulation, competition, disputes, prepaid cards and banks. Together, we offer up-to-date and down-to-earth advice that makes sound business sense.

Your contacts.

Understanding your point of view. Finding the best solution. That is what we stand for (f. l.):

Dr. Rainer Werum

Equity Partner

+49 69 710003-150

rainer.werum@gsk.de

Dr. Dirk Brückner

Equity Partner

+49 89 288174-71

dirk.brueckner@gsk.de

Key areas of advice

The right experts for every challenge, the perfect team for every client: We focus on the elements that drive your success.

We offer comprehensive advice for all types of real estate transactions – asset deals, share deals, sale and leaseback transactions, and for the acquisition or sale of large-volume portfolios and complex non-performing loans. Our expertise covers all types and classes of real estate – from office buildings through to residential properties, retail premises and special properties such as hotels, shopping centres, logistics facilities and nursing homes, etc.

Working hand in hand with a select circle of law firms in the respective countries, we will also guide you through cross-border transactions. We support our clients through each and every phase of a transaction. Our areas of advice are:

  • Planning, structuring, organising and managing purchase and sale processes in asset and share deals, including forward deals and portfolio transactions in all relevant asset classes: office, commercial, retail, logistics, nursing homes, assisted living and more
  • Corporate structuring in acquisition and sale processes
  • Optimising transactions with regard to taxation (for sellers and buyers alike); evaluating various sales or acquisition models; developing optimised acquisition models in Germany and abroad; tax structuring for financing; repatriation of profits; minimisation of land transfer tax and VAT
  • Providing advice and support in creating data rooms for sales processes
  • Preparing and conducting due diligence checks (legal audits, tax audits) before acquisitions or sales
  • Evaluating legal audits and tax audit, and taking appropriate action based on the results, e.g., by drafting addenda to rental agreements during sale procedures
  • Structuring and negotiating contracts
  • Providing advice and support for handling signed contracts of sale (post-closing)

Joint ventures in the field of real estate – particularly those between project developers and investors – are becoming increasingly common. The advantage for project developers lies in having sufficient capital; investors (banks, private equity funds, etc.) benefit from getting on board at an early date.

However, optimising the joint venture structure with regard to tax law is a fine art – as is also doing justice to the varied interests of the parties involved. We have particular expertise in the following areas:

  • Creating corporate concepts
  • Tax structuring
  • Involving investors
  • Resolving conflicts and shareholder disputes
  • Financing

The combined expertise of our Corporate/M&A and our Real Estate departments not only benefits our clients in real estate joint ventures, but also those with M&A projects in the field of real estate. Nowadays, planning, completing and implementing real estate transactions not only requires an in-depth understanding of real estate law, but also expertise in corporate law, tax structuring and finalising transactions. This applies most particularly if the real estate or real estate company in question is being bought or sold as part of a share deal, or if market players are participating in a joint venture that concerns real estate projects and transactions. The focus here, is on:

  • Structuring projects and transactions under coprorate law
  • Creating optimised tax structures, particularly with regard to property tax and trade tax
  • Negotiating and drafting contracts for share deals and joint ventures
  • Involving investors and lenders
  • Structuring investor / lender financing
  • Drafting and negotiating lender documents
  • Restructuring / reorganising real estate companies
  • Restructuring real estate involvement in the event of pending insolvency
  • Dispute resolution

We provide both lenders and borrowers with comprehensive advice and support on all types of real estate financing – from simple, standard contracts for single properties through to complex senior/mezzanine structures which comply with international standards. We also handle real estate leasing and develop individually tailored solutions for project developments.

Our team has special expertise in the field of financing large-scale project developments, portfolio transactions and in the investment law aspects of real estate financing. Our key areas of advice include:

  • Drafting and negotiating loan agreements and collateral agreements
  • Auditing payout requirements
  • Ongoing advice in loan relationships
  • Providing advice and support in the event of a breach of a contract (loan agreement)
  • Syndication, debt restructuring, novation
  • Advisory services in the field of investment law
  • Optimising taxation

Over the years, we have bundled considerable expertise in the fields of supervisory law, investment law, tax law and real estate law. This enables us to offer our clients – asset management companies, asset managers and investors – perfectly tailored support and advice. We have particular expertise in the following areas:

  • Establishing asset management companies
  • Creating, structuring, managing and dissolving closed and open real estate funds
  • Outsourcing tasks to asset managers
  • Drafting investor contracts three-way contracts and subscription certificates
  • Offering legal advice on custodians
  • Answering questions connected with selling shares in real estate funds
  • Providing asset management companies with legal advice on regulatory and tax-related issues for international investments
  • Offering legal advice on regulatory and tax-related issues to various investor groups

Together with colleagues in our Luxembourg office, we can offer advice and support on both German and Luxembourg fund structures. We are an associated member of the BVI (German Investment Funds Association).

We have a total of seven experienced notary lawyers at our offices in Berlin and Frankfurt. As notary lawyers, our actions are independent and impartial. We draft and notarise all necessary documents, in German or in English. GSK Stockmann’s expertise in the field of real estate is reflected in the activities of our notaries. Here, a large proportion of our work revolves around the notarisation and completion of deeds of sale for real estate. Regardless of whether it is a forward asset deal, a share deal or a portfolio transaction – our notary lawyers have the relevant experience and expertise. Notarial services in the field of real estate particularly include the drafting, notarisation and completion of:

  • Deeds of sale, ground lease agreements, purchase agreements for shares in special-purpose companies
  • Land charge / mortgage registrations
  • Agreements securing the respective interests of neighbours and land register declarations (easements, land charges)
  • Notarisation of signatures
  • Partition deeds and condominium rules / “house rules”

Portfolio management is regarded as an important aspect of real estate investments. For any property type or class, we can help you improve your portfolio structure, achieve your expected returns and optimise them.

In doing so, we also deploy sophisticated legal tools – specifically a contract tool which processes standard procedures swiftly and cost-efficiently. We have particular expertise in the following areas:

  • Providing support for the marketing of real estate, e.g., by drafting and negotiating agreements with estate agents, checking and monitoring estate agency services, and determining and coordinating the interests of tenants and potential buyers prior to drafting the respective contracts
  • Planning and developing legal strategies for management and tenancy, particularly changes of use in portfolio properties (e.g., from commercial to residential use, shopping centres), contracting
  • Offering advice and support for the integration of newly acquired properties or real estate companies into a client’s existing asset management
  • Drafting and negotiating rent contracts for existing properties as well as project developments; individually tailored advice on ongoing tenancy relationships
  • Drafting and negotiating operator and manager contracts, hybrid contracts and administrator contracts (e.g., for asset, property and facility management)
  • Providing legal advice on land-related issues and concerns, e.g., easements, land charges and leaseholds
  • Checking and evaluating local government requirements, and coordinating / negotiating with the respective authorities
  • Offering advice and support (e.g., drafting partition deeds and house rules) when partitioning apartment buildings, to ensure compliance with the German Condominium Act
  • Offering ongoing advice and support to associations of apartment owners or part ownership groups with regard to all the legal aspects involved
  • Dispute resolution, including court cases and arbitration proceedings

Our legal advice and support covers all the phases and aspects of project development – from checking and developing the initial project idea through to execution. On completion, we also continue to provide support on the sale, rental or management of the property in question. We have particular expertise in:

  • Establishing and supporting property mangement companies and joint ventures (real estate joint ventures), including tax strategies
  • Collateral for project financing
  • Acquiring land (real estate transactions)
  • Procuring the required building rights (spatial planning, urban development planning, sectoral planning, building regulations / permits, urban development contracts, contractor and site development contracts, compliance with conservation laws, emission protection laws and other environmental laws, public commercial law)
  • Public procurement law
  • Private building law
  • Selling real estate (real estate transactions)
  • Renting and managing portfolio properties (asset management)
  • Providing representation in arbitration proceedings, out-of-court settlements and court hearings

The success of legal advice in the field of building law is linked closely to a comprehensive analysis and understanding of the legal aspects of the project in hand, from planning and approval aspects through to the economic and technical framework and on to the legal and tax structures, as well as in all ongoing tasks and issues.

Our team of experts liaises closely with authorities, engineers and businesspeople on a daily basis, and is thus highly experienced in supervising building projects large and small. In all our work, we consistently aim to develop and implement the best possible legal solution for your needs – taking the entire framework of your project into account. We have particular expertise in the following areas:

  • Building contracts, especially general contractor, subcontractor, GMP and consortium agreements
  • Comprehensive legal advice and support throughout the entire construction phase
  • Handling critical building contract situations (addenda, interference with the progress of the building work, repercussions on deadlines and budget, termination, withheld performance, subcontractor insolvency issues, etc.)
  • Public building law (spatial planning, urban development planning, sectoral planning, building regulations / permits, urban development contracts, contractor and site development contracts, compliance with conservation laws, emission protection laws and other environmental laws, public commercial law)
  • Architect agreements, general planning contracts, engineering contracts and project management agreements
  • Preparing and creating a solid legal framework for architectural design competitions
  • Architectural copyrights
  • HOAI (German Fee Scale for Architects and Engineers)
  • Plant engineering
  • Public procurement
  • Building risk insurance
  • Construction site safety

Our services cover a broad spectrum – from answering basic questions on building law to comprehensive legal advice and support for a complex and multi-year building project (office buildings, hotels, residential properties, logistics facilities, infrastructure projects, civil-engineering structures, etc.).

We remain at your side even when a real estate investment enters troubled waters. We help investors and banks identify and minimise risks at an early date, and contain damage to the greatest possible extent in the event of a crisis. Our core competencies include:

  • Investments in loans / loan derivatives (A notes, B notes, CMBS, RMBS), non-performing loans
  • Selling securities
  • Foreclosures and receivership
  • Insolvency law
  • Reversing of contracts of sale or participation agreements
  • Corporate workouts
  • Restructuring
  • Refinancing

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