Commercial, distribution & competition law
We use our multidisciplinary expertise to support you in the legally compliant structuring and optimisation of sales organisations, particularly structured sales systems.
Key areas of our consulting services include:
- Commercial agents’ law (in particular Sections 89 et seq. of the German Commercial Code (HGB)), including claims for compensation (Section 89b HGB), commissions and termination
- Drafting and negotiating commercial agency, authorised dealer and distribution agreements
- Advising commercial agents, brokers and sales-oriented companies
- Termination of distribution relationships and enforcement of claims
- Non-competition clauses and exclusivity agreements in distribution
- Disputes under distribution law with contractual partners, competitors and regulatory authorities
- Sector focus: in particular, insurance, finance and trade-related distribution structures
- Trademark and licensing law aspects within the distribution system
The questions raised by our clients are:
- Under what conditions does a claim for compensation arise (Section 89b of the German Commercial Code (HGB)) and how can this be structured or avoided?
- How can commercial agency and authorised dealer agreements be drafted and negotiated in a legally sound manner?
- Which commission arrangements are legally permissible and commercially sensible?
- What rights of termination exist, and how can these be structured in a legally sound manner?
- How can non-competition clauses be effectively agreed and enforced?
- How should my distribution system be optimally structured from a legal perspective?
- Which type of contract is suitable for my business model (commercial agent, authorised dealer, franchise)?
- How can economic and tax considerations be optimally integrated into the distribution structure?
- What specific considerations apply to international distribution structures?
- How can I defend myself against unfair business practices by competitors?
- What remedies are available in the event of anti-competitive behaviour, and how can these be enforced?
- How do I take action against counterfeits of my products or against unlawful collusion by competitors?
- How can I establish, protect and commercially exploit my trade mark rights?
- What options are available for licensing or selling trade marks?
For many years, a key focus of our commercial law advisory services has been distribution law, providing support to commercial enterprises, sales-oriented companies, as well as commercial and insurance agents and brokers in the financial services sector. We draw on our expertise to assist you with all matters relating to commercial and distribution law, such as the drafting and negotiation of commercial agency agreements, authorised dealer agreements, and franchise and distribution systems. We place particular emphasis on ensuring legally sound arrangements for commissions, compensation claims (Section 89b of the German Commercial Code (HGB)), termination rights and non-competition clauses within structured distribution networks. We also advise on the establishment of sales-oriented companies and the associated regulatory challenges, including issues relating to bogus self-employment.
Our strength lies not only in prioritising comprehensive legal advice, but also in always taking into account the economic and tax framework of your distribution structure. In this way, we develop practical solutions, for example, for the VAT treatment of commission models or the management of international distribution structures.
In matters of competition law, we assist you with any judicial or extrajudicial disputes, for example with competitors, trade associations, consumer protection organisations and chambers of commerce. We help you to take action against unfair commercial practices, collusion amongst competitors or the imitation of products, and to assert any claims against third parties.
In the context of distribution and competition law, issues relating to trade mark law often arise. We advise you on the development, protection and sale of trade mark rights, as well as on the granting of licences.
