About Tobias
Tobias is a founding partner of LARK. Before joining LARK, he was a founding partner of the law firm GLNS.
Tobias has been advising listed companies and financial investors in particular on stock corporation and capital markets law for over 20 years.
Clients seek advice from Tobias on public takeovers, structural measures and other special situations. He is the first point of contact for management and supervisory boards.
Areas of expertise
M&A (Public & Private)
Public Companies
Corporate Advisory
Private Equity
Recent Representative Matters
Public M&A (Public Takeovers)
- ABOUT YOU in connection with the voluntary public takeover offer by Zalando
- MorphoSys AG in connection with the voluntary public takeover offer by Novartis and the subsequent delisting
- EQS Group AG on the public takeover offer of Thoma Bravo and the subsequent delisting
- zooplus AG in the voluntary public takeover offer by EQT and Hellman & Friedman and the subsequent delisting
- InTiCa Systems AG in the voluntary public takeover offer by the Optima Group
- MAN SE on the public takeover by Volkswagen AG
- NYSE Euronext in the planned merger with Deutsche Börse
- Amerigon, Inc. on the public takeover of W.E.T. Automotive Systems AG and the conclusion of a domination and profit and loss transfer agreement and subsequent resolution deficiency disputes
- Apax on the public takeover of D+S europe AG, taking private, resolution deficiency disputes and appraisal proceedings
- Allianz SE on the takeover of Assurance Générales de France (AGF)
Stock Corporation and Capital Market law
- Staffbase GmbH on the change of legal form to an SE
- MorphoSys AG on the merger squeeze-out of the minority shareholders
- EQS Group AG on the squeeze-out of the minority shareholders as well as on the change of legal form into a GmbH
- zooplus AG on the change of legal form to an SE
- zooplus AG on capital increases
- Compugroup Medical SE on the change of legal form to an SE & Co. KGaA
- Marley Spoon on its IPO
- Delivery Hero on its IPO
- Advising Zouk Capital in connection with the IPO of va-Q-tec AG
- Nordwind Capital on the IPO of SHW AG
- RHI AG on the squeeze-out of the minority shareholders of the listed Didier-Werke AG
Private M&A
- AUDI in joint venture with BIMM
- AUDI in IT joint venture with Lufthansa Industry Solutions
- AUDI in joint venture with Capgemini SE
- AUDI on its entry into Formula E
- AUDI on the participation of Allianz SE in FC Bayern Munich
- Mynaric AG on the establishment of the joint venture UNIO Enterprise GmbH
- Minority shareholder on the re-investment in Ingo Maurer GmbH acquired from Foscarini
- Delivery Hero SE on the entry of Naspers as a new investor, on the entry of Rocket Internet, in connection with the acquisition of Foodpanda, on the acquisition of the German market leader pizza.de
- Audi Business Innovation GmbH on the investment of the Baloise Group and Startup Family Office in MOBIKO
Private Equity
- Egeria on the acquisition of the Klafs Group and its financing
- FSN Capital on the acquisition of MHP Solution Group
- Castik Capital and AddSecure on the acquisition of Navkonzept GmbH
- EMERAM Capital Partners on the acquisition of Frostkrone, the acquisition of Matrix 24 and the acquisition of Drahtzug Stein
- PARAGON PARTNERS on the acquisition of WEKA Group, the acquisition of BOTA Group and the investment in chicco di caffè
- ARCUS Capital AG on the acquisition of Germany’s leading auction channel 1-2-3.tv
- Maxburg Capital Partners on the acquisition of the ASUP Group, the acquisition of a stake in Constantia Flexibles and the acquisition of a stake in the listed zooplus AG
Executive Compensation and Employee Participation Plans
Comprehensive advice of a number of listed and non-listed companies on executive compensation, including, e.g., MorphoSys AG, Zalando SE, Mynaric AG and zooplus SE, and employee participation plans, including
- design and implementation of remuneration systems (“say on pay”) including the development of executive compensation structures together with major compensation consultants
- design and implementation of a wide variety of national and group-wide equity-based incentive plans
- structuring and negotiation of executive service agreements and termination agreements including clawback or severance provisions
- support with remuneration-related disclosure obligations under German and foreign, particularly US law
- coordination with partner law firms regarding alignment of the executive compensation structure with international and particularly US law requirements (e.g., compliance with foreign stock exchange requirements, particularly with SEC rules) and foreign market practice
- ongoing advice and support of Supervisory Board, compensation committees, HR and finance/accounting teams on all compensation-related topics
- compensation-related topics in transactions, e.g., national and cross-border structuring measures, M&A transactions, changes of the legal form, public takeover and IPOs
What others say
Publications & Speeches
Public auction can solve bidding war, Börsen-Zeitung, March 26, 2022 (together with Krohn)
Public auction as a mechanism for resolving bidding disputes in public takeovers, Die AG 19/2022 (together with Krohn)
Practical problems with the design, contractual implementation and subsequent review of the maximum remuneration for board members, Die AG 20/2021 (together with Crombach)
Change from the dualistic to the monistic SE - A sensible alternative for family businesses, Die AG 2020, 881 (together with Graßl)
Co-author of the handbook "Wertpapier-Compliance in der Praxis", with an article on securities-related compliance obligations in public and private M&A transactions (ed.: Renz/Hense/Marbeiter), 2019
The current keyword: Investor Activism, Der Aufsichtsrat 2017, 59 (together with Graßl)
Revision of the German Corporate Governance Code (GCGC) - The Government Commission's proposed amendments from the plenary meeting on October 13, 2016, NZG 2017, 161 (together with Graßl)
Shareholder activism and investor activism - Typical actions of activist shareholders and investors, appropriate preparation and possible reaction of the target company, AG 2017, 49 (together with Graßl)
Applicability of section 31 VI 1 WpÜG to convertible bonds - Magnetar/McKesson, NZG 2016, 505 (together with Hildebrand)
News on the squeeze-out under takeover law, GWR 2014, 207
No liability of dissenting GmbH shareholders in the event of redemption, NZG 2013, 727 (together with Gubitz)
The premature reappointment of management board members - legal certainty through the BGH ruling II ZR 55/11, GWR 18/2012, 411 (together with Schult)
More transparency in the supervisory board - 2012 revision of the German Corporate Governance Code, GWR 13/2012, 289 (together with Schult)
Acquisition of Dresdner Bank by Commerzbank - acquisition of shareholding not a "Holzmüller" case, NZG 3/2011, 91 (together with Gubitz)
Practical consequences of the "Stollwerck" decision of the BGH GWR 19/2010, 647 (together with Schult)
The 2011 amendment to the German Stock Corporation Act - News on the law on defective resolutions and registered shares, GWR 24/2010, 594
Shaping co-determination in cross-border groups, DStR 34/2010, 1743 (together with Führ)
Admissibility of foreign notarization in Switzerland for the sale and assignment of shares in a German GmbH, DStR 31/2010, 1576 (together with Olk)
Acquisition of Dresdner Bank by Commerzbank: A "Holzmüller" case?, NZG 14/2010, 539 (together with Gubitz)
Review of Wicke, Law on Limited Liability Companies (GmbHG), NZG 2016, 779
When short sellers start campaigns - activist shareholders also more active in Germany - spreading negative news is not yet market manipulation, Börsen-Zeitung of July 9, 2016, p. 9 (together with Peitsmeyer)
On the special representative's request for information from the company in interim legal protection ("Strabag"), comment on OLG Köln, Urt. v. 4.12.2015 - 18 U 149/15, EWiR 2016,135 (together with Graßl)
OLG Munich, decision of January 28, 2015, 31 Wx 292/14 (No continuation of appraisal proceedings after change in case law on delisting; "MWG Biotech AG"), EWiR 2015, 507 (together with Peitsmeyer)
OLG Frankfurt a.M., decision of 28.1.2014, WpÜG 3/137 (Clarification of the requirements for a squeeze-out under takeover law), GWR 2014, 128
BGH, judgment of 24.9.2013, II ZR 216/11 (redemption of a share due to profound disagreement between the shareholders), EWiR 2014, 173
BGH, judgment of 11.6.2013, II ZR 80/12 (No damages due to non-publication of a mandatory offer), GWR 2013, 362
OLG Brandenburg, decision of 12.2.2013, 7 W 72/12 (responsibility of the managing director to submit the list of shareholders in the event of a share transfer subject to a condition precedent), GWR 2013, 162 (together with Gubitz)
OLG Stuttgart, decision of 21.12.2012, 20 AktG 1/12 (No interest in postponement in release proceedings regarding capital increase resolution against cash contribution), EWiR 2013, 263 (together with Gubitz)
Shareholder approval for corporate acquisitions - the Commerzbank/Dresdner Bank case, IBA Corporate and M&A Law Newsletter, September 2012 (together with Schult)
Across the border - Cross-border transfer of registered office soon also permissible in Germany?, PLATOW Online, July 5, 2012 (together with Schult)
BGH, judgment of July 17, 2012, II ZR 55/11 (Admissibility of the premature reappointment of a member of the management board), EWiR 18/2012, 577 (together with Schult)
BGH, judgment of 27.03.2012, II ZR 171/10 (managing director must work towards the immediate submission of the audit result of an expert consulted for the examination of insolvency maturity), GWR 12/2012, 270 (together with Schult)
OLG Frankfurt/M., decision of March 20, 2012, 5 AktG 4/11 (In the case of a merger of sister companies with identical shareholdings, a comprehensible explanation of the exchange ratio in the merger report is required), GWR 8/2012, 180 (together with Schult)
Manager Liability in Germany, Verlag C.H. Beck, 2012 (together with Gubitz and Schult), co-editor and author
BGH, decision of 13.12.2011, II ZB 12/11 (No reimbursement of the defendant's extrajudicial costs in appraisal proceedings), EWiR 12/2012, 397
KG Berlin, decision of June 23, 2011, 23 AktG 1/11 (No approval procedure for registration of capital resolutions of a GmbH), EWiR 21/2011, 711
OLG Frankfurt/M., judgment of 7.12.2010, 5 U 29/10 (No jurisdiction of the general meeting of Commerzbank for the acquisition of Dresdner Bank according to the "Holzmüller/Gelatine principles"), EWiR 2/2011, 33 (together with Wahl)
OLG Cologne, judgment of June 24, 2010, 18 U 183/09 (No claim of shareholders exiting due to squeeze out for compensation payment in addition to the cash settlement), EWiR 1/2011, 1 (together with Wahl)
Minimum quorum in clearance proceedings constitutional, NZG 6/2010, 218 (together with Butenschön)
BGH, decision of May 10, 2010, II ZB 3/09 (reimbursement of all legal costs of the intervener when joining several unrelated avoidance proceedings against the same AGM resolution), EWiR 17/2010, 551 (together with Wahl)
BGH, decision of 10.5.2010, II ZB 14/09 (legal defense against several avoidance actions can trigger multiple procedural fees), GWR 16/2010, 397 (together with Wahl)
OLG Munich, judgment of May 6, 2010, 23 U 1564/10 (Repayability of a shareholder loan that fell due before the MoMiG came into force - No right to refuse performance under Section 64 sentence 3 GmbH), GWR 11/2010, 271 (together with Olk)
OLG Munich, decision of April 28, 2010, 23 U 5517/09 (expert supervisory board member pursuant to Section 100 V AktG does not have to have acquired knowledge through formal qualifications), GWR 12/2010, 298 (together with Olk)
BGH, decision of April 26, 2010, II ZR 60/09 (application of the equity substitution rules also in the case of a 15% shareholding and entrepreneurial interest), EWiR 19/2010, 641 (together with Olk)
OLG Düsseldorf, judgment of 14.4.2010, I-15 U 1/09 (nullity of the articles of association of a GbR due to violation of the Legal Advice Act), GWR 13/2010, 320 (together with Olk)
OLG Frankfurt, decision of 30.3.2010, 5 Sch 3/09 (Priority interest of the AG in enforcement despite application for release only six months after service of the action for avoidance), EWiR 14/2010, 443 (together with Wahl)
BGH, judgment of 10.12.2009, VII ZR 42/08 (No secondary liability of the auditor), EWiR 8/2010, 267 (together with Wahl)
Representation and approval requirement for gift transfers of limited partnership shares to minors, BB 40/2009, 2105 (together with Führ)
Prospectus liability risk for secondary placements, Börsen-Zeitung, September 30, 2009, p. 2
Ad hoc publicity obligation for future-related issues - the "Schrempp" case, GWR 4/2009, 82
BGH, decision of 8.6.2009, II ZR 111/08 (No violation of the free movement of capital through the right of appointment to the supervisory board ("ThyssenKrupp")), EWiR 4/2010, 103
The new issuer guidelines of BaFin, GWR 11/2009, 264
BGH, judgment of 4.6.2009, III ZR 187/08 (In the case of an advance payment in anticipation of a determination of the claim, the recipient bears the burden of proof for the existence of a legal basis), GWR 9/2009, 222
The ban on insider trading in M&A transactions against the background of recent ECJ case law, GWR 7/2010, 159 (together with Gubitz)
LG Munich I, judgment of June 4, 2009, Ref. 5HK O 591/09 (concerted conduct within the meaning of § 22 II WpHG requires a direct connection to the issuer), GWR 2/2010, 40 (together with Führ)
OLG Munich, judgment of 7.5.2009, 23 U 4117/08 (advance payments of a shareholder on a future purchase price claim of the company can have equity-replacing character in the crisis of the company), GWR 6/2009, 145 (together with Führ)
OLG Schleswig, judgment of April 30, 2009, 5 U 100/08 (continuation of an action for rescission under stock corporation law after a merger), GWR 16/2009, 396
OLG Stuttgart, decision of April 22, 2009, 20 Kap 1/08 (publication of the intention to resign of the chairman of the management board as insider information with preliminary vote in the supervisory board ("Daimler")), EWiR 13/2009, 427 (together with Rothenfußer)
LG Munich I, judgment of April 23, 2009, 5HK O 542/09 (Squeeze out - requirements for attribution of shares held by a partnership to the main shareholder), GWR 13/2009, 322
Creditor protection between law and contract, EUL Verlag 2006
Practice-relevant amendments to the Securities Trading Act - The effects of the Fourth Financial Market Promotion Act, DB 2002, 2031 (together with Großmann)
Life beyond Lark
Passions are also lived outside of work. Music, literature, wine and sport are not a balance, but a necessity. Training as a wine academic, piano lessons, concert visits and regular sport are all possible alongside a challenging job at LARK.