Dr. Martin Gross-Langenhoff, LL.M. (Yale)
Dr. Martin Gross-Langenhoff advises listed companies and financial investors on national and international M&A transactions, in particular public takeovers as well as on capital markets and financial regulatory matters.
Over the past ten years, Dr. Martin Gross-Langenhoff has advised on completed M&A transactions with a total volume of EUR 200 billion and has been involved in numerous significant IPOs, delistings, squeeze-outs, appraisal proceedings. He has particular experience in leading complex transformation projects that require the management and coordination of multinational and multidisciplinary teams.
Dr. Gross-Langenhoff is admitted to practice law and as an Attorney-at-Law in the State of New York and regularly advises prominent U.S. clients on their investments in Germany and Europe.
Dr. Gross-Langenhoff is listed as frequently recommended lawyer for the areas of M&A, Corporate and Capital Markets Law by JUVE and as 'name of the next generation' by Legal 500.
He leads teams efficiently and ensures that you get prompt, high-quality advice at all levels, Client.
JUVE Handbook 2022/23
Mandates
Public M&A*
- Bayer in connection with refinancing aspects of the €59 billion acquisition of Mon-santo, the largest corporate acquisition ever by a German company
- Deutsche Annington (today: Vonovia) in its exchange offer to all shareholders of GAGFAH valued at €8.5 billion
- Diebold in entering into an agreement in principle and subsequent public takeover of Wincor Nixdorf for a mixed cash and non-cash consideration valued at €1.7 billion
- 40 North Management on the acquisition of a 29.1 percent stake in the listed Braas Monier Building Group with a market value of €250 million
- Goldman Sachs as financial advisor to BUWOG in connection with the takeover offer by Vonovia for €5.2 billion
- Lone Star Real Estate in connection with the voluntary public takeover offer by an affiliated company to all shareholders of ISARIA Wohnbau for €317 million
- Morgan Stanley Infrastructure Partners on its voluntary public takeover offer to all outstanding shareholders of VTG for the equivalent of €1.5 billion
- Praxair on its €73 billion merger of equals with Linde, the second-largest corporate acquisition in German economic history
- Sky Deutschland on its €6.3 billion public takeover by BSkyB
- TLG Immobilien (i) with regard to its exchange offer for all outstanding shares in WCM valued at €830 million, (ii) with regard to selected capital market aspects of Aroundtown's takeover offer valued at €3.1 billion
- Verifone in connection with its takeover by Francisco Partners for €3 billion
- VIB with regard to the unsolicited takeover offer by DIC Asset, which valued the company at €1.4 billion
- *Includes mandates from the time before joining Schilling, Zutt & Anschütz.
Private M&A*
- Allianz in connection with the contribution of its real estate investment arm to its U.S. fund subsidiary PIMCO to create one of the world's largest real estate investors with over €100 billion in assets under management
- the shareholders of BEOS in the sale of the company to Swiss Life
- Centaurus Capital, together with a group of other investors, in the acquisition of a 94.9 percent stake in HSH Nordbank for a total purchase price of approximately one billion euros
- Cevian in connection with the sale of ThyssenKrupp's elevator business to a consortium of private equity investors for a purchase price of €17.2 billion
- Diebold Nixdorf in connection with (i) the sale of its deposit return business to Remondis (ii) the management buyout of Prosystems IT GmbH (iii) the sale of a 68 percent stake in Portavis to DATAGROUP and (iv) the sale of the banking consultancy Organizational and IT Consulting for Banks
- DKV Mobility bei der Eingehung einer strategischen Partnerschaft mit der LIS Logistische Informationssysteme AG
- DKV Mobility on entering into a strategic partnership with LIS Logistische Informationssysteme AG
- Goldman Sachs as financial advisor to Siemens in the acquisition of Invensys Rail for €2.2 billion
- Juniper Networks on the acquisition of 128 Technology for €370 million
- K+S on the sale of its salt business in the Americas to Stone Canyon Industries for €2.6 billion
- Seattle Genetics in its attempted acquisition of Ganymed Pharmaceuticals, which was subsequently sold to another bidder for €1.3 billion
- Spirit AeroSystems Holdings in entering into a business combination agreement to acquire all shares in S.R.I.F., the parent company of Asco Industries, for €590 million
- Terra Firma on the sale of its stake in Deutsche Annington
- Verifone in its acquisitions of (i) Paymorrow and (ii) InterCard
- *Includes mandates from the time before joining Schilling, Zutt & Anschütz.
Capital Market Law*
- Advising a blockchain joint venture consisting of 18 national and international insurance and reinsurance companies on a planned international private placement
- Diebold Nixdorf on the issuance of two bonds with a total value of one billion euros
- DWS Group on its €1.4 billion IPO and listing on the Frankfurt Stock Exchange
- home24 on its 600 million euro IPO and listing on the Frankfurt Stock Exchange
- Siemens Healthineers underwriters on its €4.2 billion IPO
- Linus Digital Finance in preparation for listing on the regulated market of the Frankfurt Stock Exchange
- Jumia Technologies in its $196 million SEC-registered IPO and listing on the NYSE
- PharmaSGP on its €127 million IPO; Germany's first Prime Standard IPO of 2020
- Capital increases of Deutsche Annington/Vonovia; Deutsche Wohnen and Sky Deutschland
- IPOs/listings of Delivery Hero; Deutsche Annington/Vonovia; LEG Immo-bilien; Schaeffler, Scout24; Sixt Leasing; Springer Science; Tele Columbus; TLG IMMOBILIEN; Rocket Internet and Zalando
- Equity-linked transactions for Bayer; Deutsche Annington; Deutsche Wohnen; FMS Wertmanagement and Rocket Internet
- *Includes mandates from the time before joining Schilling, Zutt & Anschütz.
Corporate*
- Goldman Sachs Investment Partners, Caspian Capital and Babson Capital as bondholders of A.T.U Auto Teile Unger in a series of restructurings, in a series of restructurings, which included a new investment of €109 million by the existing bondholders and a new third party credit facility with a notional amount of €75 million, which reduced the A.T.U Group's debt by over €500 million.
- Advising DKV Mobility in connection with the introduction of new On-the-Road Payment solutions.
- Representation of Diebold Nixdorf on (i) the squeeze-out under merger law of the shareholders of the outside Wincor shareholders and the subsequent delisting, (ii) the conclusion of a profit and loss transfer and domination agreement with Wincor Nixdorf and (iii) appraisal proceedings with outstanding shareholders regarding the adequacy of the compensation payments offered in connection with certain structural measures.
- Advising the Management Board of H.D.I. Haftpflichtverband der Deutschen Industrie in connection with a Group refinancing of the Talanx Group with a total volume of € 1.25 billion.
- Paradigm Capital with regard to its investment in the publicly listed WashTec
- Rantum Capital in connection with transactions in Germany
- Rhone Capital in connection with various corporate restructurings of portfolio companies
- various listed companies, including Deutsche Wohnen, Rocket Internet and Diebold Nixdorf in connection with the preparation and conduct of critical shareholders' meetings
- various listed companies in connection with internal compliance investigations
- *Includes mandates from the time before joining Schilling, Zutt & Anschütz.
Financial Supervisory Law*
- Representation of issuers and top executives with regards to requests for information, investigations and administrative fine proceedings by the German Federal Financial Supervisory Authority (BaFin) and other supervisory authorities
- Strategic advice to supervisory boards on suspected capital markets compliance violations
- Advisory in connection with the introduction and monitoring of capital market compliance systems
- Conduct of owner control proceedings
- Development and structuring of licensing-free business models under the German Payment Services Supervision Act (ZAG) and/or the German Banking Act (KWG)
- Clarification of legal issues with the German Federal Financial Supervisory Authority (BaFin) and other supervisory authorities (BaFin)
- Advisory on the compliance with regulatory requirements for payment solutions.
- *Includes mandates from the time before joining Schilling, Zutt & Anschütz.
Publications
- US-amerikanische Regelpublizität im deutschen Kapitalmarkt (‘Ongoing U.S. disclosure requirements in the German Capital Market’), together with York Schnorbus, ZIP 2017, pp. 1982 – 1991
- Vermögensbindung im Aktienrecht (‘Capital Maintenance and Profit Distribution under German Stock Corporation Law’), Ph.D.-thesis, Nomos 1st edition 2012, 2nd edition 2015 (345 pages)
- How Risky is the Risk Limitation Act for Capital Markets?, GoingPublic Magazine, Special Edition Buse Awards 2008, pp. 6 – 9
- Die Nennbetragshälfte als ungeschriebene Schranke der genehmigten Kapitalerhöhung in der Aktiengesellschaft (‚Invisible Bounds of the Authorized Capital in the Stock Corporation‘), Ad Legendum 2007, pp. 268 – 272
- Rechtsprobleme bei der Kapitalerhöhung in der Aktiengesellschaft (‚Legal Issues in Connection with Raising Capital in German Stock Corporations‘), StudZR 2007, pp. 42 – 65
Education & Engagement
- German-American Lawyers Association
- German-Israeli Lawyers Association
- Scientific Association for Corporate and Company Law (VGR)
- German National Academic Foundation (Studienstiftung des deutschen Volkes)
- Konrad Adenauer Foundation (Konrad Adenauer Stiftung)
Education
- Yale Law School, United States of America, LL.M.
- University of Münster
- University of Oxford, England (St. Anne’s College – Visiting Student)
- University of Münster, Dr. jur.
- Languages: German, English
Frankfurt | München
Dr. Martin Gross-Langenhoff,
LL.M. (Yale)
"Rising star within the industry, extremely detail-oriented, makes no mistakes, while keeping the big picture in mind", Client.
Legal 500 – M&A (2022)
"Very strong on a technical level, always available, excellent reputation in the market", Client.
Legal 500 (2023)
"He leads teams efficiently and ensures that you get prompt, high-quality advice at all levels“, Client.
Juve Handbook 2022/23
"He knows the deal inside out which allows him to act swiftly and decisively", Client.
Juve Handbook 2022/23 (Client)