Dr. Benjamin Leyendecker

Partner Mergers & Acquisitions Private Equity
Golden Flag International Law Firm

Munich

Dr. Benjamin Leyendecker

Practices

Overview

Ben has a 'stellar reputation' and is a 'gifted strategic thinker' with 'outstanding commercial understanding and problem-solving skills.' He is a 'heavyweight in PE' and 'one of the leading transactional lawyers in Germany.' 'When it comes to public M&A, he is in a class of his own.' - JUVE, Chambers

Ben Leyendecker is a corporate partner in the Munich office of Golden Flag International Law Firm. He focuses on M&A and private equity transactions and has wide ranging experience in sponsored and strategic taking private transactions and corporate reorganizations.

He is a lecturer for M&A and private equity at the Entrepreneurial University (TUM) of Munich.

Ben is listed as a leading individual for private equity transactions and a leading individual below 50 years for corporate law in the 2023/2024 edition of JUVE Handbook German Commercial Law Firms. He is also listed among the “best lawyers” for M&A, private equity and corporate law in Germany by Handelsblatt Best Lawyers 2024 and as a “leading dealmaker in Germany” (2023) by Handelsblatt as well as a “Legal All Star” for M&A (2022) and one of the most renowned lawyers for corporate law (2024) and M&A (2024) in Germany by WirtschaftsWoche. IFLR1000 recognizes Ben in its 2024 Financial and Corporate Guide as a highly regarded lawyer for capital markets, private equity and M&A. Ben is ranked in Chambers Europe 2024 for private equity and M&A: High-end Capability and in Chambers Global 2024 for M&A: High-end Capability. Legal 500 Germany 2024 lists Ben as “Leading Individual” for private equity. Ben is ranked as the 2nd busiest PE lawyer in Europe for the year 2019 and the 4th busiest M&A lawyer in the DACH-Region for the year 2020 by Financial News.

Public M&A-Transactions

  • Thoma Bravo on the public takeover offer for EQS
  • Birkenstock Holding plc and L Catterton on the initial public offering of Birkenstock
  • Cinven on the public acquisition offer for SYNLAB
  • XXXLutz on the public takeover and subsequent delisting offer for home24
  • Brookfield Asset Management on the public takeover offer for alstria office
  • ADTRAN on the public exchange offer for ADVA Optical Networking
  • Carlyle on the public takeover offer for Schaltbau
  • TPG on the public takeover offer for Studio Babelsberg
  • Bain Capital and Carlyle on the public takeover of OSRAM
  • EP Global Commerce on the public takeover of METRO
  • Bain Capital and Cinven on the public takeover of STADA
  • Creat Group Corporation on the public takeover of Biotest
  • Vestigo Capital on the public takeover offer for Accentro
  • GSW Immobilien AG on the public takeover by Deutsche Wohnen*
  • Kabel Deutschland on the public takeover by Vodafone*
  • KKR on the public takeovers of WMF and Versatel*
  • Fresenius SE on the public takeover of Rhön-Klinikum*
  • Demag Cranes AG on the public takeover by Terex*
  • Hochtief AG on the public takeover by ACS*
  • Teleplan International N.V. on the public takeover by Gilde*
  • Various financial sponsors on attempted takeovers for listed companies, including Zooplus, Va-Q-Tec, Norma, Klöckner, Suse, Aareal Bank, Biotest, GK Software and Gerresheimer (all targets were publicly known subject to takeover attempts)

Private M&A-Transactions

  • Advent on various transactions, including its investment in Hermes Group and the acquisition of the elevator business of thyssenkrupp
  • Bain Capital on various transactions, including the investment in Berlin Brands Group, the acquisitions of ITP Aero, Bugaboo, Wittur*, Sematic*, FTE* as well as the bidding processes for Condor, BASF Construction Chemicals and Lufthansa Technik
  • Blackstone on various transactions, including the bidding processes for Electro-Automatic, Sportradar and Utimaco as well as the acquisition of Schletter Group
  • Cinven on various transactions, including the acquisition of the elevator business of thyssenkrupp as well as the sale of a minority stake in SYNLAB to Labcorp
  • Core Equity Holdings on various transactions, including the bidding processes for ADCO Group and Canyon Bicycles
  • GBL on various transactions, including the acquisition of Sanoptis
  • GIC on the long-term minority investment in Messer
  • L Catterton on the acquisition of a majority stake in BIRKENSTOCK Group
  • Nordic Capital on various transactions, including the acquisition of a majority stake in corpuls
  • Oakley Capital on various transactions, including the acquisitions of vitroconnect, WindStar Medical, Seven Miles, IU Group and Globe-Trotter, the disposals of WebPros, Contabo, Seedtag and Wishcard as well as the re-investment in IU Group
  • Sycamore Partners on various transactions, including the sale of EMP Merchandising to Warner Music and the bidding process for Reebok

*Experience prior to joining Golden Flag

Hengeler Mueller, Munich and Düsseldorf, Germany

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Thought Leadership

Law Review Articles

  • Capital increase audit and differential liability in connection with Debt-to-Convertible Swaps, Die Aktiengesellschaft (AG), 2018, p. 213

  • Minimums offer price and price adjustment rules in delisting offers, Betriebs-Berater (BB), 2018, p. 643

  • The statement pursuant to sec. 27 of the German Securities Acquisition and Takeover Act in case of conflicts of interests of board members, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2016, p. 1213 

  • The new rules on delisting, Zeitschrift für Wirtschaftsrecht (ZIP), 2016, p. 49

  • Enterprise value or average stock exchange price in delisting transactions?, Der Betrieb (DB), 2015, p. 2251

  • Uncertain ownership structure in a German limited liability company – The option of the so called “Wegverschmelzung” of the real shareholder, Zeitschrift für Unternehmens- und Gesellschaftsrecht (ZGR), 2015, p. 516 

  • The intention to build up a stake in listed companies in connection with public takeovers, Betriebs-Berater (BB), 2015, p. 560

  • Issuer liability for insider knowledge in a Supervisory Board in case of a missing self-release pursuant to sec. 15 para 3 German Securities Trading Act, Die Aktiengesellschaft (AG), 2015, p. 72

  • General Meetings of German listed companies abroad, Betriebs-Berater (BB), 2015, p. 268

  • Capital market communication by the chairman of the Supervisory Board, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2015, p. 44

  • Transfer of real estate rights by way of spin-off: designation requirements in the spin-off and transfer agreement, Der Betrieb (DB), 2014, p. 2282

  • vThreshold calculation for employee participation in a supervisory board of a international group of companies, Der Betrieb (DB), 2014, p. 2031

  • Top level domains and protection of names pursuant sec. 12 German Civil Code, Multimedia und Recht (MMR), 2014, p. 288

  • Merger agreements and foreign employees – disclosure  of employee-related information, Zeitschrift für Wirtschaftsrecht (ZIP), 2014, p. 1112

  • The law on stock exchange prices in preceding delisting transactions, Betriebs-Berater (BB), 2014, p. 521

  • Deal certainty and takeover reporting requirements, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2014, p. 161

  • (In)Admissibility of share buyback programs in public takeovers, Betriebs-Berater (BB), 2013, p. 2051

  • Advanced educational training measures of Supervisory Board members by the company, Die Aktiengesellschaft (AG), 2013, p. R 244

  • Continuity of office of board members in case of a transformation into a dualistic European stock corporation, Die Aktiengesellschaft (AG), 2013, p. 507

  • Replacement of the Supervisory Board members in public takeovers, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2013, p. 167

  • Cost coverage for educational training measures of Supervisory Board members, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2012, p. 1412

  • Rights and obligations of chief executive officer in case the chairman of the Supervisory Board violates its competency limits, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2012, p. 721

  • Requirements and scope of the release of liability pursuant to sec. 93 para 4 p. 1 German Stock Corporation Act in M&A transactions, Betriebs-Berater (BB), 2012, p. 861

  • No indication of any enterprise in the reasoned statement pursuant to sec. 27 German Takeover Act, Betriebs-Berater (BB), 2011, p. 2952

  • Irrelevance of the pro rata enterprise value for the determination of the squeeze-out compensation in case of a continuing control and profit and loss transfer agreement, Neue Zeitschrift für Gesellschaftsrecht (NZG), 2010, p. 927

  • No pro rata temporis claim for compensation in squeeze-out proceedings, Betriebs-Berater (BB), 2010, p. 1426

  • Basic cases for third party actions against an execution of judgment, Juristische Arbeitsblätter (JA), 2010, p. 725 and p. 879

  • Basic cases for the interpleader challenging execution, Juristische Arbeitsblätter (JA), 2010, p. 631 and p. 803

  • Lending obligations by the German Financial Market Stabilization Act in relation to small and mid-cap companies, Betriebs-Berater (BB), 2009, p. 226

  • Revocation of a (exercised) derivative court proxy, Zeitschrift für Zivilprozess (ZZP), 2009, p. 465

  • Application of the ‘piercing the corporate veil’ doctrine on US-companies having their economic seat in Germany, Recht der internationalen Wirtschaft (RIW), 2008, p. 273

  • Law and economic related reflections on the small German limited liability company (UG), Die GmbH-Rundschau (GmbHR), 2008, p. 302

Monographs and Comments

  • Comment on sec. 12 German Civil Code in Gersdorf/Paal, Comment on Media and Multimedia Law, 2nd ed. 2015, published by Beck, Munich 2015

  • Power of Management, Common Ownership and Limited Liability of Non-Listed Companies, published by Nomos, Baden-Baden 2008

Newspaper Articles

  • P2P transactions in the focus of financial investors, in: Börsen-Zeitung, 27 March 2019, p. 6

  • Be a Hedge Fund and Do Good Things?, in: Frankfurter Allgemeinen Zeitung (FAZ), 23 January 2019, p. 16

  • Public Takeovers - a playground for hedge funds, in: Börsen-Zeitung, 11 November 2017, p. 9

  • Kickoff for European general meeting, in: Börsen-Zeitung, 31 Januar 2015, p. 13

  • Compensation in delisting transactions, in: Frankfurter Allgemeine Zeitung (FAZ), 14 Oktober 2015, p. 16

Credentials

Admissions & Qualifications

  • Germany
  • New York

Languages

  • English
  • German

Education

  • University of St. GallenFirst Certificate EMBA
  • Higher Regional Court of HamburgSecond State Examination
  • Ruprecht Karls University HeidelbergDr. jur.
  • New York University School of LawLL.M.
  • University of KonstanzFirst State Examination