Prof. Dr. Hans-Ulrich Wilsing

Hans-Ulrich has extensive experience in stock corporation and group law. He specializes in advising management and supervisory boards, on corporate restructurings and takeovers. Clients value his profound expertise concerning ordinary and extraordinary shareholders’ meetings as well as on disputes in relation to shareholder activism.

He is rated as one of the leading individuals in the area of high-end capability Corporate/ M&A (Chambers Global 2023, Band 1). Since 2000, JUVE German Commercial Law Firms Directory lists him as one of the leading lawyers for corporate. Hans-Ulrich is highly regarded for his aptitude for handling complex boardroom advice mandates, frequently representing domestic household names. One client enthuses: "He is one of the heavyweight lawyers in corporate law in Germany – he is intelligent and clever, and you want to have him on your side." (Chambers Global 2020, Corporate/M&A).

Work highlights

• Daimler: advising on the establishment of a holding structure with the three pillars Cars & Vans, Trucks & Busses and Financial Services as well as a subsequent spin-off of a minority shareholding in Daimler Truck and subsequent listing.
• Bayer: advising the management board on the conclusion of settlements relating to the Glyphosat litgation in the US.
• Deutsche Bank: advising on supervisory board and ongoing corporate law matters in connection with internal investigations, on various (extra)judicial settlements as well as on the annual general meeting.
• SAP: advising on various management and supervisory board matters as well as regular preparation and support of the annual general meeting.
• DWS KGaA: Advice to supervisory board e.g., re Greenwashing Allegations
• Ströer: advising on management and supervisory board matters as well as regular preparation and support of the general meeting.
• Bilfinger: advising on management and supervisory board matters as well as internal investigations.

Moreover, he regularly advises Bayer, Bilfinger, C&A, Daimler, Deutsche Bank, Douglas, Frankfurter Sparkasse, GESCO, K+S, Kabel Deutschland, KfW Bankengruppe, Klöckner, PSI Software, REWE, SAP, SGL Carbon and Ströer.

Hans-Ulrich is a partner at the Global M&A practice of Linklaters in Duesseldorf. He joined Oppenhoff & Raedler in 1992 that later became Linklaters following the fusion in 2001.

Hans-Ulrich is member of the Handelsrechtsausschuss of DAV and holds a teaching position at the EBS University of Business and Law in Wiesbaden.

Hans-Ulrich publishes articles in German and English professional journals and handbooks on a regular basis. Recent publications include:

• Cologne Commentary on the Transformation Act (Kölner Kommentar zum Umwandlungsgesetz), edited by Dauner-Lieb, Simon and Wilsing, 2nd ed. 2023, Explanation of §§ 60–77 UmwG: Merger involving Stock Corporations; § 78 UmwG: Merger involving Partnerships Limited by Shares; §§ 141–146 UmwG: Demerger involving Stock Corporations and Partnerships Limited by Shares
• Corporate Law, Commentary, edited by Henssler and Strohn, 5th ed. 2021, Explanation of §§ 319-327 AktG: Integrated Companies; §§ 327a-327f AktG: Exclusion of minority shareholders (with Carsten A. Paul)
• Handbook for members of the Supervisory Board, 5th ed. 2021, Explanation of § 26: Responsibility of the Supervisory Board of obtaining of information from the Executive Board, auditor, employees and external experts (with Luise Winkler)
• Legitimate alternative behaviour in the D&O liability – Stones instead of bread?, Explanation of BGH from 10.07.2018 – II ZR 24/17, NZG 2018, 1189 – Schloss Eller, NZG 2018, 1416 (with Klaus von der Linden)
• Ten guidelines for the chairperson, BOARD 2018, 110 (with Klaus von der Linden)
• Handbook on Takeover Law according to the German Securities Acquisition and Takeover Act (Handbuch des Übernahmerechts nach dem WpÜG), edited by Paschos and Fleischer, 2017, § 28. Legal Protection in Administrative Procedures (with Klaus von der Linden)
• Executive Board, CEO, Supervisory Board Responsibilities and liability consequences. Typical areas of risk, Handbook Manager liability, 2017, 1435
• Lack of evidence of resigned institutional members in the liability process, FS Henssler, 2022 (with Veronika Koch; soon to be published)
• Political statements from members of the executive board, FS Krieger, 2020, 1178
• Insider information in the annual meeting, FS Seibert, 2019, 1119 (with Klaus von der Linden)