Ship finance

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
        • Advice on the private placement of­ a bond with a volume of approx. EUR 17.5 million,­ struc­turing of the­ bond terms­ and the ­colla­teral package.
        • Advice on a EUR 5 million bond financing secured by ship mortgages­.
        • Advising a German bank on the­ financing of five capesize bulkers for a German shipping company, volume USD 75 million.
        • Advising a shipping group­ on the refinancing of­ a fleet financing­ of USD 120 million.
        • Advising a German Landesbank on the restruc­turing of its invol­vement in­ a large German shipping company with a total volume of around EUR 500 million related to single ship financing­ and corporate financing­.
        • Advising a shipping company on the redemption of a corporate­ financing for approx. 20 ships through a refinancing­ via a bond issue in Norway, including the reorga­ni­sation of the­ corporate­ structure and the transfer of the ships. Bond volume: USD 150 million.
        • Advising a German bank on the restruc­turing of, among other matters,­ four financing transactions­ with a­ combined leasing structure­, volume USD 74 million.
        • Advising a German shipping company on questions of the­ requi­re­ments to obtain a permit in­ connection with­ ship financing­.
        • Advising a US shipping and­ investment company­ on the purchase, leasing and­ financing of two bulk carriers­ (USD 45 million).
        • Advising a consortium of­ two German shipping companies­ on the bareboat charter and­ financing structure­ for two fixed and four optional­ container ships­ (USD 100 million).
        • Advice on the­ Spanish and­ English tax lease systems for individual ships and fleets (USD 300 million).
        • Advising an­ inter­na­tional bank consortium on­ the construction and long-term financing of­ several fishing vessels­ with a total volume of­ approx. USD 100 million.

Ship sale and purchase

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.

        • Advising a fund on a­ sale and leaseback transaction involving several ships with a­ volume of appro­xi­mately USD 60 million.
        • Advising a US­ private equity fund on the acqui­sition of a fleet of ten ships with a total volume of­ appro­xi­mately USD 250 million.
        • Advising a German shipping group on the acqui­sition of a newbuilding fleet of­ 13 ships with a total volume of­ approx. USD 142 million.
        • Advising a large German shipping company on an en bloc purchase and sale transaction of­ 22 ships with a total volume­ of USD 122 million.
        • Advising an­ insol­vency adminis­trator on the­ sale of a large cruise ship within the­ framework of a specially­ developed bidding procedure­.
        • Advising a shipping company on the internal purchase and sale of a total of 11 bulkers and­ container ships with­ a total volume­ of USD 210 million.
        • Sale and Lease Back with six ships and two­ Chinese lessors­ for a German shipping company.
        • Advising various German shipping companies­ on­ extensive en bloc purchase and sale transac­tions of­ up to 25 ships in individual cases.
        • Purchase and sale of yachts and super yachts­.
        • Numerous sales of ships for various­ insol­vency administrators­.
        • Short-term sale of five vessels as part of a fleet sale­.
        • Sale of a chartered­ cruise ship­.
        • Fleet restruc­turing with partial sale and re-flagging of a total of eight ships of a German shipping company.
        • Hundreds of ship purchases and sales for German and­ inter­na­tional clients.

Corporate law,­ mergers and acqui­si­tions

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
        • Advising on the sale of the share package of­ the US-American­ anchor investor in a listed­ stock corporation­.
        • Advising an investment management company­ from Singapore on the estab­lishment of a German­ subsi­diary focusing on the­ transport sector.
        • Advising a US-American­ private equity fund on the acqui­sition of all shares in a German shipping group with a total volume of­ approx. EUR 250 million.
        • Advising a German shipping group on the acqui­sition of all shares in the shipping subsi­diary of­ a­ Japanese group with a fleet of 13 ships.
        • Advising a German shipping company on the sale of all shares in its operating Panamanian­ subsi­diary.
        • Advice on the acqui­sition of a nursing service­ by way of an asset deal.
        • Advising an investment manager from Singapore on the estab­lishment of a German­ subsi­diary focusing on the­ transport sector.
        • Advising a Norwegian­ investor on the estab­lishment of a joint venture with a German shipping company.
        • Advising a group of­ American­ investment funds on the­ estab­lishment of an­ investment structure­ to­ invest in shipping companies­.
        • Advising a group of­ insti­tu­tional and private­ investors on the creation of a Luxembourg­ SECAP structure to­ enable­ pension funds­,­ life insurance companies­, family offices and other­ institutional­ investors to­ invest­ in maritime­ assets.
        • Advising two­ international­ investment companies­ from different­ jurisdictions­ on the estab­lishment of a­ joint ship investment platform.
        • Advising a German bank on the estab­lishment of a corporate­ investment platform for­ the acqui­sition, financing­ and operation of ships.

Restruc­turing, reorga­ni­zation and insol­vency law

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 struc­ture­se­struk­tu­rierung bestehender komplexer Finan­zie­rungs­struk­turen
        • 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
        • Advising a German bank on the restruc­turing of a Cypriot­ shipping company with a total of 9 bulk carriers and­ container ships­, volume USD 180 million.
        • Advising a shipping group­ with­ offices in Europe and Asia in connection with­ the restruc­turing and refinancing of­ its fleet.
        • Advising a ship financing­ bank in­ connection with the crisis of a shipping group­ on questions­ concerning the­ law of the Marshall Islands.
        • Advising two German banks on the division and restruc­turing of a total of 12 ship financings­ with a total value of USD 285 million.
        • Advising a German bank on the restruc­turing of two financings­ totalling USD 80 million for a Belgian shipping company with a fleet of four ships, including a US Chapter 11 procedure and the arrest and auctioning of the­ ships in­ different jurisdictions­.
        • Advising an­ inter­na­tional banking syndicate­ on the transfer of a­ loan portfolio of­ over USD 100 million.
        • Advising a bank consortium­ in­ English, German and Liberian­ law on the restruc­turing of a loan of more than USD 400 million and eight ships.Advising a consortium of banks on­ the negotiation and­ imple­men­tation of an­ insol­vency plan­ for­ insol­vency proceedings­ in the personal management of­ three German one-ship companies­.
        • Advising a German bank on the granting of a bulk loan with a­ volume of EUR 3,000,000 plus­ colla­teral package­.

Arrest and compulsory auction of ships

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.

        • Arrest of a fleet of four bulk carriers­ in Poland, Malta, England and Gibraltar and­ subse­quent auction of­ all four vessels in Gibraltar.
        • Arrest and auction of­ two tankers in the Netherlands­ Antilles.
        • Arrest and auction of­ a bulk carrier­ in Singapore.
        • Auction of two­ container ships­ in the­ Nether­lands and South Africa.
        • Enforced sales and auctions of an Eastern European­ fleet at eight­ locations worldwide.
        • Recycling of a Turkish­ fleet in Turkey.
        • Several auctions­ in the People’s Republic of China.
        • Advising shipping companies­ on ship arrest­ and­ conducting court­ procee­dings to quickly lift the arrest.
        • Advising creditors (­suppliers,­ service providers) on the arrest of ships.
        • Multiple ship auctions­ in several German ports.
        • Repre­sen­tation of bidders in auction procedures­.
        • Repre­sen­tation of­ creditors in auction proceedings­.
        • Advising courts in auction proceedings­.
        • Expert opinions for­ foreign auction courts­.
        • Advising a creditor on the­ enforcement of his claim by taking advantage of the arrest of a ship in Dubai.

Regis­tration

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.

        • Advising a German shipping company on the regis­tration of four tankers and­ financing.
        • Advising a US investor on the purchase and regis­tration of a cruise ship­.
        • Advising a US­ private equity fund on the acqui­sition and same-day regis­tration of a fleet of ten ships in seven­ different shipping registers with a­ total volume of­ appro­xi­mately USD 250 million.
        • Advising a German shipping group on the acqui­sition and regis­tration of a newbuilding fleet of­ 13 ships with a total volume of­ appro­xi­mately USD 142 million.
        • Advising a large German shipping company on an en bloc purchase and sale transaction­ and the­ simul­ta­neous regis­tration of­ 22 ships with a total volume of­ approx. USD 122 million.
        • Advising a shipping company on the re-regis­tration of a total of 11 bulkers and­ container ships­ with a total volume of­ approx. USD 210 million.
        • Compre­hensive daily services in the field of ship registrations­ in all fleet registers­ worldwide.
        • Conducting­ opposition procee­dings against­ ancillary wage subsidies­.
        • Parti­ci­pation in the estab­lishment of an EU flag.
        • Advising states on the estab­lishment of a flag law­.

Charter contracts

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.

        • Design and negotiation of a multi-year bareboat charter in­ connection with an expedition cruise ship­ with a major German tour operator­ and­ organi­sation of delivery­.
        • Advising a­ Japanese shipping company in the negotiation of long-term charters­ for several LNG ships.
        • Advising an­ inter­na­tional banking consortium on the­ review of charter agree­ments for ten­ container ships of­ a shipping company.
        • Drafting and negotiation of numerous bareboat charter agree­ments in­ connection with sale and leaseback transactions­.
        • Advising a­ foreign bank on the valuation of a chartering agreement­ between­ a Turkish­ shipping company and a petroleum company­.
        • Draft and negotiation of a pool contract for­ a German shipping company for several­ container ships­.

Ship management contracts

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.

        • Advising a­ Japanese shipping company in the negotiation of ship management agree­ments for several LNG vessels.
        • Advising a German Landesbank on the review of several ship management agree­ments in connection with­ the restruc­turing of a fleet consisting of five bulk carriers­.
        • Drafting and negotiation of the ship management contracts for three­ container ships­ for an Israeli­ shipping company.
        • Advising an­ inter­na­tional banking consortium on the­ valuation of the ship management agree­ments for ten­ container ships of­ a shipping company.
        • Drafting and negotiation of­ technical ship management contracts for the entire fleet of a German shipping company.

Shipbuilding

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.

        • Advising a Croatian­ shipyard on the design and negotiation of a construction contract for­ a cruise ship­ for approx. 600­ passengers.
        • Advising a­ Japanese shipping company on a­ successful USD 500 million bidding process for the­ construction of LNG vessels including the negotiation of construction contracts­ and long-term charters­ as well as joint venture agreements­, ship management contracts and two long-term­ financings­ secured­ by Japanese export insurance cover­ (English­ law).
        • Advising a consortium­ between an­ American fund and a German shipping company on the construction, regis­tration,­ financing and operation of eight­ container ships­ (English­, German and Marshall Islands law – volume over USD 400 million).
        • Advising a German shipping company on the negotiation of shipbuilding contracts­ for the construction of four tankers, their regis­tration and­ financing.
        • Advising a German shipping company on the construction contracts­ for two­ special transport ships­ in China.
        • Advising a German shipping company on the construction contract for­ a­ special transport ship­ in the­ Nether­lands.
        • Advising a German shipping company on the contract for the conversion of a bulk carrier into a­ special transport ship­ in Eastern Europe.
        • Numerous deliveries­ and­ regis­tra­tions of­ new buildings in Asia and Europe for German and­ inter­na­tional clients.
        • Advice and negotiation of construction contracts­ for two Ropax dual fuel ferries (USD 220 million).
        • Review of several construction contracts of­ different shipyards for an LNG bunker ship­.

Dispute resolution

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.

        • Repre­sen­tation of a client in order to­ enforce a charter claim in Dubai.
        • Advising and repre­senting a German shipowner­ in reclaiming the­ advance payments­ made­ prior to delivery­ and the­ interest­ accrued thereon­ from a­ Chinese shipyard and trading company due to the termi­nation of three shipbuilding contracts­ due to default. Volume approx. USD 45,000.00.
        • Repre­sen­tation of the plaintiff and the customer in a compen­sation action for the­ accep­tance of a bribe by the defendant in­ connection with a shipbuilding contract­.
        • Repre­sen­tation of the defendant founding partner of­ a­ limited partnership, in­ which this partner­ was sued­ by the plaintiff limited partner­ for repayment of the nominal value of the­ limited partnership contri­bution.
        • Repre­sen­tation of a defendant­ limited partnership­ in an action for payment of the purchase price for­ a ballast water system­.
        • Repre­sen­tation of a German plaintiff in­ connection with the decla­ration of enforcea­bility of­ a German final­ judgment in New York.
        • Advising and mediating (on behalf of the buyers as plain­tiffs) a number of similar shipbuilding contracts­, all­ terminated­ by the buyers due to excessive­ delay. Obtaining arbitral awards­ in arbitration proceedings­ and­ subsequent­ enforcement against the refund guarantors of the sellers.
        • Arbitration on behalf of the defendant­ owners of a cruise ship who­ dispute­ with bareboat charterers over ­vibration, maintenance and­ repair issues.
        • Mediation of an aborted­ purchase and sale dispute­ and thus the resolution of the­ associated arbitration proceedings­.
        • Advice in a complicated­ railway­ dispute and facili­tation of­ a­ compromise solution­ with the other party­.
        • Advising­ various time charterers­ on­ disputes­ with­ owners and subchar­terers in­ connection with, inter alia,­ the carriage of­ goods, piracy and­ bunker­ quality disputes.
        • Advising clients (as buyers and sellers) on a number of­ related­ commodity contracts­ and­ defending claims in arbitration proceedings­.
        • Repre­sen­tation of several one-ship companies in­ connection with­ claims for damages­ against the shipyard and the­ former­ managing directors as well as the­ extraordinary­ termi­nation of German ship management agree­ments (German courts).
        • Repre­sen­tation of an advisory board due to the­ extraordinary­ termi­nation of its advisory board mandate­ (German courts).
        • Repre­sen­tation of a­ share­holder for embez­zlement of­ company shares­ (Supreme Court Marshall Islands).
        • Repre­sen­tation of a defendant one-ship company on account of pre-contrac­tual­ claims for reimbur­sement of expenses­ arising from a shipbuilding contract­ (German courts).

Container transac­tions

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.

        • Advising a US investment fund­ on the granting of a warehouse-facility to­ finance containers and swap bodies­.
        • Advising German banks on the­ financing of container investment funds and the colla­te­ra­li­sation of container portfolios in the management of the­ largest international­ container managers­.
        • Advising German leasing companies on the­ financing of container portfolios for­ container managers­.
        • Advising German banks on the enforcea­bility of­ colla­teral on containers and prepa­ration of legal opinions in­ accordance with the CRR.

Offshore

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.

        • Advising a bank on the construction and long-term financing of­ 12­ SACE-covered­ anchor handling tractors with a­ total volume of­ appro­xi­mately EUR 420 million.
        • Advising a German shipping group­ on the negotiation of a construction contract­ and a charter agreement for­ a heavy lift vessel for­ offshore supply­.
        • Advising a shipping company on the negotiation of several construction contracts­ for instal­lation ships.
        • Advising a leasing company­ on the­ financing and regis­tration of two hub islands.
        • Negotiation of ­employment contracts for offshore supply vessels for use in wind farms.

Cruise

EHLERMANN RINDFLEISCH GADOW advises clients on the negotiation and prepa­ration of­ financing and­ colla­teral documen­tation for the­ construction of cruise ships­, often with the invol­vement of export credit insurers­. Our consulting services­ also include the review and negotiation of construction, equipment and­ supply contracts­.

        • Advising the consortium leader of­ a consortium consisting of 5 banks­ on a EUR 450 million­ construction time framework loan agreement­ for the­ financing of up to 6 new cruise shipbuildings­.
        • Advising a Croatian­ shipyard on the design and negotiation of a construction contract for­ a cruise ship­ for approx. 600­ passengers.
        • Advising the consortium leader of­ a consortium consisting of 8 banks on­ a EUR 450 million­ construction time framework loan agreement­ for the­ financing of up to 8 new cruise shipbuildings­.
        • Negotiation of a conversion contract for­ a cruise ship­ for the owner with a German shipyard.
        • Advising the consortium leader of­ a consortium consisting of 12 banks­ on a EUR 400 million­ construction time framework loan agreement­ for the ­financing of the construction of a new cruise ship­.
        • Advising the consortium leader of­ a consortium consisting of 10 banks­ on a EUR 600 million­ construction time framework loan agreement­ for the­ financing of up to 2 new cruise shipbuildings­.
        • Advising a German bank on the­ financing of a passenger ship with a­ volume of approx. EUR 15 million.
        • Design and negotiation of a multi-year­ bareboat charter in­ connection with an expedition cruise ship­ with a major German tour operator­ and organi­sation of­ delivery­.
        • the delivery.

Marshall Islands law

Dr. Stefan Rindfleisch and Dr. Klaus Dimigen were admitted to the Bar of the Marshall Islands in 2005. EHLERMANN RINDFLEISCH GADOW can therefore­ offer its clients­ compre­hensive legal advice in­ accordance with the law of the Marshall Islands.

Our advice ranges from the prepa­ration of expert opinions on the effec­tiveness and enforcea­bility of­ liens­ and other claims­ estab­lished under the law of the Marshall Islands, as­ well as purely company law­ expert opinions, to the repre­sen­tation of clients before the courts of the Marshall Islands. The firm works­ closely with­ other Marshall Islands­ licensed attorneys to­ provide­ a­ compre­hensive and competent­ network. ­Most of the clients are­ banks and other­ financial institutions­, but also stock exchange administrations­ worldwide.

In addition, the firm prepares complex­ articles of association­ and imple­ments corporate­ struc­tures utilising Marshall Islands companies.

Although advice under the law of the Marshall Islands has­ historically­ developed out of ­the Marshall Islands’ relati­onship with the shipping sector on the one hand and the­ firm’s­ expertise in shipping on the­ other, EHLERMANN RINDFLEISCH GADOW is increa­singly working on non-shipping­ matters. Above all, expert opinions are­ required­ in all areas of business and legal life: In­ stock exchange super­vision as­ well as in compliance and­ real estate­. The­ clients here are banks, funds and other­ companies, but also super­visory authorities­ and courts.

        • Draft of a pledge of shares in a Marshall Island­ company worth USD 33.5 million, revision of­ company documents­ and submission of a legal opinion for a Bahraini­ bank.
        • Draft of first- and second-ranking­ ship mortgages for a­ total of USD 45 million in favour of a German consortium of banks­ as well as review of­ corporate documents­ and submission of a legal opinion.
        • Drafting of pledges of­ shares in five Marshall Island­ companies, drafting and reviewing of ­company and­ transaction documents,­ and submission of a legal opinion in favour of a Turkish­ factoring company­.
        • Providing a legal opinion and review of ­corporate and­ transaction documents with­ regard to two ship finan­cings, as­ well as drafting ship mortgages­ of EUR 30 million for a Turkish bank.
        • Draft of a pledge of shares in a Marshall Islands­ company worth USD 224.7 million and submission of a legal opinion for a Lebanese­ bank.
        • Drafting and review of ­corporate and­ transaction documents,­ as well as ship mortgages, with regard to the­ financing of three ships under the flag of Marshall Islands with a value of USD 90 million and submission of a legal opinion for an­ inter­na­tional banking consortium­ led by a German consortium leader­.
        • Issuance of legal opinions with respect to a Marshall Islands­ company listed on the New York Stock Exchange (NYSE)­ for a custodian trust company­.
        • Advice on Marshall Islands law with regard to the­ holding of a­ share­holders’ meeting of­ a listed­ shipping company.
        • Prepa­ration of an expert opinion with regard to the relocation of the regis­tered office of­ Marshall Islands­ companies to Malta.
        • Procee­dings before the Supreme Court Marshall Islands in the repre­sen­tation of a share­holder for embez­zlement of­ company shares­.

General Commercial law

Ehlermann Rindfleisch Gadow advises clients on all questions of German and inter­na­tional contract, commercial and business law. We support our clients in all questions of commercial law in their day-to-day business. Our range of services includes:

    • drafting, reviewing and negotiating contracts, such as:

        • Contracts for work and delivery of work
        • Service contracts
        • Distri­bution agree­ments
        • Transport, storage and logistics contracts
        • Purchase-, rental and supply contracts
        • Joint venture agree­ments
        • Coope­ration-, license and development contracts
        • Non-disclosure and Confi­den­tiality agree­ments
        • Agree­ments on the legal and factual nature and quality assurance agree­ments
        • Leasing agree­ments
        • Outsourcing agree­ments

    • Advice on warranty and liability issues, including the enforcement or defence of claims
    • Drafting and revision of general terms and condi­tions (e.g. condi­tions of purchase or sale, condi­tions of use, condi­tions of parti­ci­pation, etc.)
        • Advising the customer on contract negotia­tions for the construction of steel proto­types by companies at several locations, order volume approx. EUR 30 million.
        • Advising a German engineering and logistics service provider in connection with the planning, manufacture and trans­por­tation of individual components for a major project as part of a main contractor/​subcontractor relati­onship, order volume approx. EUR 20 million.
        • Advising a buyer on the acqui­sition of ships and their subse­quent conversion into special units for non-shipping-related use, order volume approx. EUR 50 million.
        • Advising a German group of companies on the conclusion of several coope­ration agree­ments, framework agree­ments and subcon­tracts in connection with the construction of steel blocks; advising on legal disputes with subcon­tractors.
        • Advising a German shipping group in connection with the negotiation of a coope­ration with a Singapore based mining group and a US based private equity fund.
        • Advising an asset manager in connection with the defence of his principal’s claims under the service agreement and with the termi­nation of the joint venture, contract volume approx. EUR 2.5 million.
        • Advising a German indus­trial company on the conclusion of a joint venture agreement with an Indian joint venture partner.
        • Advising a Ukrainian start-up company on the negotiation and drafting of confi­den­tiality and coope­ration agree­ments as well as a purchase agreement for the acqui­sition of receivables from a large German-based oil company.
        • Advising an inter­na­tional group of companies on export transac­tions with a German client and their colla­te­ra­li­zation.
        • Advising foreign investors in connection with the acqui­sition of a group of companies and assessing the legal risks in company documents, existing lease, financing and service agree­ments and other contracts.
        • Advice on cease and desist decla­ra­tions relating to the management of ships.