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, SACEKEXIM)
  • 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 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
        • 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.

Marshall Islands law

Dr. Stefan Rindfleisch and Dr. Klaus Dimigen have been admitted to the Marshall Islands bar in 2005, and since then EHLERMANN RINDFLEISCH GADOW has been providing clients with compre­hensive Marshall Islands legal advice.

Advice is primarily in the areas of corporate and maritime law. With respect to the former, Stefan Rindfleisch and Klaus Dimigen advise on the formation of companies, draft complex consti­tu­tional documents and advise on all other questions of corporate law, including, for example, joint ventures, share­holder disputes and also the various issues relating to the disso­lution of companies. As regards Marshall Islands maritime law, EHLERMANN RINDFLEISCH GADOW advises on all aspects, such as ship mortgages and the regis­tration of ships under the flag of the Marshall Islands.

Stefan Rindfleisch and Klaus Dimigen also regularly prepare legal opinions on Marshall Islands law, especially in the areas of corporate law as well as general and maritime commercial law.

Litigation before the courts of the Marshall Islands is a further area of expertise with Klaus Dimigen in parti­cular having many years of experience.

        • 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.