Ship finance is one of EHLERMANN RINDFLEISCH GADOW’s core areas­ of practice. We draft, review and negotiate ­financing and ­colla­teral agree­ments as well as syndicate and­ coordi­nation agree­ments for­ lenders and­ borrowers­. We assist our clients across the full range of questions relating to:

• Corporate financing with a­ maritime dimension
• Fleet and­ ship finan­cings under­ bilateral and syndi­cated loans
• Working capital and guarantee facilities
• Promissory note loans (Schuld­schein loans)
• ECA-covered financing­s (e.g. Euler Hermes, SACE, KEXIM)
• Leasing struc­tures, including tax lease­ struc­tures
• Shipyard finan­cings
• Bridge and restruc­turing loans
• Refinan­cings
• Provision of­ securities and their regis­tration in Germany, England and abroad
• ­Selected­ topics of banking super­visory law
• ­Licensing requi­re­ments for planned lending business models

EHLERMANN RINDFLEISCH GADOW advises clients on all aspects of the acqui­sition, regis­tration and sale and purchase of maritime­ assets. ­Our core compe­tencies include the­ drafting and negotiation of sale and purchase agreements­ and all­ documents related to­ them as­ well as providing compre­hensive support to clients in respect of sale and purchase transactions.

We advise our clients on all corporate law­ issues. Our advice covers both partner­ships and corporations­. The­ extensive knowledge in the field of corporate law­ enables our lawyers to­ advise­ clients­ compre­hen­sively on­ the merger and acqui­sition of­ companies as well as on­ investing in them. When buying and selling shipping companies,­ our clients can­ benefit not only­ from our corporate law­ expertise, but also from our very extensive­ knowledge­ in the shipping sector. ­Our legal services cover the­ following­ activities, for example:

• • • • Legal exami­nation of­ corporate entities and­ corporate structures
      • ­Struc­turing of­ investment companies
      • Estab­lishment of partner­ships, corporations­ and joint ventures
      • Ongoing­ advice on corporate law­ for partner­ships and corporations
      • Advising board members and managing directors on e.­g. liability risks
      • Advising­ share­holders and other­ investors, e.g. on ­investment and­ share­holder agreements
      • ­Restruc­turing and transformations
      • Capital measures
      • Group financing, in­ parti­cular cash pooling
      • Amend­ments to consti­tu­tional documents and share­holders’ agreements
      • Formation of offshore companies­ e.g. on the Marshall Islands, Liberia, Malta, Cyprus or Singapore as well as draft powers of attorney and resolutions
      • Integration of and efficient­ coope­ration with tax advisors­ in Germany and worldwide
      • Compliance­ issues and­ liability of managing directors

EHLERMANN RINDFLEISCH GADOW has been providing­ extensive advice to our clients­ on­ restructuring­ and reorga­ni­sa­tions where the existing­ financing is modified, replaced or supple­mented by a new one already before the last financial and shipping crisis. We pay particular­ attention to the­ legal develo­pment of financing struc­tures that have solid potential for the future and­ can survive­ also in a­ difficult market environment.

In addition, we advise our clients compre­hen­sively on how to deal with the­ challenges­ posed by insol­vency or the run-up to insol­vency. The­ diversity of our­ services ranges from advice on rescission­ of contracts and liability risks­ in the event of the­ borrower’s­ insolvency­ to­ prepa­ratory measures prior to­ filing for insol­vency, to the­ sale of ships by­ private contract­ by the­ insol­vency administrator­ or the auction of­ ships by the financing­ banks or other creditors. Our consulting services include among­ others:

• • • • Restruc­turing of existing complex­ financing structures
      • Negotiation and conclusion of restruc­turing agreements
      • Refinancing opera­tions
      • Bridging­ and restruc­turing loans
      • Standstill­ and deferral agreements
      • Advice on­ reducing and avoiding rescission risks
      • Advice on the evaluation of remediation appraisals
      • ­Share­holder services­ such as­ share­holder loans­ and subor­di­nation agreements
      • Granting of mass credits
      • ­Insol­vency plan proceedings
      • ­Obliga­tions to file for insolvency
      • ­Negotia­tions with­ insol­vency administrators
      • ­Insol­vency challenges
      • Advising­ insol­vency administrators­ on the private­ sale of ships
      • ­International­ insol­vency proceedings
      • Advice and­ support in the enforcement of­ securities

EHLERMANN RINDFLEISCH GADOW offers comprehensive­ legal advice in the event of the arrest or compulsory auction of­ ships both in Germany and abroad. This extends from the prepa­ration of the­ necessary enforcement measures­ to their smooth­ imple­men­tation. In­ coope­ration with a worldwide network of corre­spondent attorneys,­ we have­ extensive­ expertise in this field. Attorneys of our firm have­ advised in connection with­ the arrest and foreclosure­ in numerous port states­ worldwide.

EHLERMANN RINDFLEISCH GADOW has many years of in-depth experience in the regis­tration of commercial vessels­, yachts, ship mortgages­ and other security rights in­ all­ major maritime jurisdictions­, but also in many other­ juris­dic­tions with less association to­ shipping­. In addition to advice on the regis­tration and re-flagging of ships,­ our attorneys offer ­compre­hensive advice on all related­ issues.

Our lawyers have extensive­ experience in drafting, reviewing and negotiating all types of charter and other ship employment contracts­, including bareboat charters, time charters, voyage charters and contracts of affreightment­. Our expertise covers all types of ships, including container ships­, bulk carriers­, tankers, LPG and LNG ships, multi­purpose ships­, heavy lift ships­, platform suppliers­ and­ passenger ships.

We also advise on and draft pool agree­ments and negotiate these with the pool operators­ and partners.

EHLERMANN RINDFLEISCH GADOW advises shipping companies­ and ship managers on the­ negotiation and conclusion of ship management agree­ments. In a­ changing market environment,­ our clients­ benefit from­ our experience with regard to the­ increasing­ demands on­ trans­pa­rency, quality and costs of ship management. ­We draft and negotiate both German and English law governed ship management agreements.

Our expertise in this area is also­ attractive for banks and other financiers­, as ship management arran­ge­ments have a­ considerable impact on the success of the­ respective­ company and borrower. On­ behalf of the finan­ciers,­ we ­review ship management agree­ments to ensure consis­tency with market practice.

Since the firm was founded in 1982, EHLERMANN RINDFLEISCH GADOW has advised on shipbuilding transactions­ with almost all major­ European, Asian­ and US­ shipyards.

We assist our clients through the entire shipbuilding process, giving advice in­ connection with­ preparatory­ agree­ments such as­ confi­den­tiality agreements­ and letters of intent­ through to the negotiation and drafting of

• • • Shipbuilding contracts­
    • Repayment­, payment and­ perfor­mance guarantees
    • Construction super­vision contracts
    • Design contracts­
    • ­Repair contracts
    • Conversion contracts­
    • Contracts for the purchase and instal­lation of scrubbers

as well as all other­ agree­ments and documents­ relating to shipbuilding and the delivery of newbuil­dings. If­ necessary, we negotiate the contracts directly on site with the­ respective­ contracting parties.

Our­ services encompass the­ organi­sation and­ super­vision of the delivery of­ newbuil­dings.

We also advise our clients during the construction period in the event conflicts and disputes­ arise.

We represent and advise our clients on English­ and German law as well as on the law of the Marshall Islands in­ court proceedings­ and in arbitration procee­dings under­ all arbitration rules,­ such as the LMAA, GMAA, DIS, ICC and other arbitration organizations.

The firm’s attorneys have many years of experience in litigating before German and­ English courts and tribunals in­ disputes relating in­ parti­cular to charter and ship management agree­ments, brokerage agreements­, refund guarantees, supply agree­ments as well as shipbuilding and­ repair agreements.

EHLERMANN RINDFLEISCH GADOW advises on all aspects of secured loan and leasing financing­ for containers and swap bodies­. Our clients include banks, bank consortia­ and leasing companies­ as well as owners, operators and­ investment funds.

Our­ services in this area range from the creation of the­ necessary corporate­ struc­tures in Germany, England or common offshore jurisdictions­ to the drafting and negotiation of financing­, the regis­tration of ­colla­teral agree­ments and the drafting of legal opinions­ on the effec­ti­veness and enforcea­bility of­ the­ collateral­ provided. We can also advise on container leasing and container management contracts.

EHLERMANN RINDFLEISCH GADOW­ offers comprehensive­ advice on all­ questions of­ private law­ in the growing offshore sector.

­In connection with the further develo­pment of­ renewable­ energy, wind power plants­ off the coasts of Europe are­ incre­asingly being­ developed. Our law firm assists the initiators­, constructors and operators of wind farms­, drilling platforms­ and floating­ production facilities in­ the­ negotia­tions of construction, purchase and ship management agree­ments for the construction and supply ships,­ and also­ acts as advisors on the­ financing of these ships.