Dr. Alexander Kiefner
Biography
Overview
Alexander advises companies on all aspects of corporate law, with a focus on the law of stock corporations and affiliated companies, including capital markets law issues.
He is often involved in landmark international transactions of significant value, and a range of clients benefit from his knowledge and experience of public M&A and structural measures, such as takeover offers, statutory mergers, squeeze-outs, or domination and profit transfer agreements.
Other transactions on which Alexander has advised clients include litigation in actions for rescission or appraisal proceedings, as well as the preparation and execution of shareholders' meetings. He also advises management and supervisory board members on aspects of corporate governance, compliance and intra-group financing.
Recent prominent clients include Deutsche Lufthansa, Symrise and banks such as Deutsche Bank and Landesbank Baden-Württemberg.
Noted for his cutting-edge knowledge of corporate law, Alexander has undertaken various speaking engagements for professional organisations such as Deutsches Aktieninstitut (The German Institute for Stock Corporations) and Börsenzeitung.
Experience
Deutsche Lufthansa AG
Advised Deutsche Lufthansa AG (Lufthansa Group) on a €2.5 billion revolving credit facility with a five-year term and two extension options of one year each.
ABOUT YOU
Advised ABOUT YOU Holding SE on its business combination with Zalando SE.
Landesbank Baden-Württemberg and Berlin Hyp AG
Advised Landesbank Baden-Württemberg and Berlin Hyp AG on the intragroup-merger of their commercial real estate businesses.
Asklepios Kliniken
Advised on the change of the legal form of major German hospital operator Asklepios Kliniken into a partnership limited by shares.
Board of a leading German bank
Advised the board of a leading German bank in connection with a large compliance matter.
Leading German bank
Advised a leading German bank on a high-volume cross-border upstream merger of a foreign subsidiary into the German parent. This transaction was the first cross-border merger involving a public-law institution.
Major international companies
Advised various major international companies (including DAX40) in connection with intra-group cash management.
Supervisory Board-barometer. Key trends for Supervisory Board practice, every six months, Der Aufsichtsrat, 01/2025, pages 4-6 (with Sabine Küper)
The ease of Bureaucracy in corporate law, Der Konzern, Nr.2, 2025, pages 72-74 (with Pia Berger)
The ease of Bureaucracy in corporate law, Der Betrieb, Nr. 1-2, 2025, pages 38- 39 (with Pia Berger)
Prohibition of voting in a de facto AG group in the event of a special audit and assertion of claims for damages, AG 2024, page 345 (with Karsten Krumm and Philip Eichhorn)
Intergroup mergers, merger squeeze-out (§§ 16-17), Münchener Handbuch des Gesellschaftsrechts, Vol. 8 (Transformation Act), 6th ed. 2025 (with Benedikt Happ) pages 693-749
Law of Affiliated Companies (§§ 67-70) (Konzernrecht (§§ 67-70)), Münchener Handbuch des Gesellschaftsrechts, Vol. 3, 6th ed., 2023, pages1837-1922
A snapshot of the German takeover market in 2022 in: DAI Study "Ready for Takeover 2.0? German issuers' readiness for public takeovers – A renewed assessment, German issuers' readiness for public takeovers – A renewed assessment Studies of Deutsches Aktieninstitut,2023, pages 35-41 (with Sabine Küper)
Communication with, and potential responses to, activist investors in: DAI Studie "Ready for Takeover 2.0? German issuers' readiness for public takeovers – A renewed assessment, Studies of Deutsches Aktieninstitut, 2023, pages 42-51 (with Lutz Krämer)
New trends in Business. Combination agreements, delisting agreements, etc. in DAI Studie "Ready for Takeover 2.0? German issuers' readiness for public takeovers – A renewed assessment, Studies of Deutsches Aktieninstitut, 2023, pages 74-83 (with Thyl Haßler and Stefan Bressler)
Some suggestions from the advisory practice for amending the WpÜG in DAI Studie "Ready for Takeover 2.0? German issuers' readiness for public takeovers – A renewed assessment",Studies of Deutsches Aktieninstitut, 2023, pages 100-103 (with Matthias Kiesewetter)
Cash Pooling, Profit Participation Rights, Share Pledge Formular-Kommentar GmbH-Recht. 5th ed., 2022, pages 1042-1098 (with Kai-Michael Hingst)
Competence for asserting the directors' liability in a GmbH & Co. KG, liber amicorum for Grunewald, 2021, pages 465-486
The Liquidity Requirements for Share for Share Offers under the German Takover Act, BKR 5/2021, pages 265- 272 (with Matthias Kiesewetter)
Ad hoc disclosure and insider law under the new module C of BaFin's guidelines for issuers, Der Betrieb, Nr. 26, pages 1386- 1393 (with Lutz Kramer and Benedikt Happ)
New Issuer Guidelines on insider law and ad-hoc publicity, Der Aufsichtsrat, Issue 05, 2020, page 72 (with Lutz Krämer)
Does a domination and/or loss pooling and transfer agreement hinder a subsidiary to fall insolvent?, Festschrift E. Vetter, 2019, page. 293 et seq.
The new BaFin guidelines re: insider law and ad-hoc-disclosures, Der Aufsichtsrat, Issue 10, 2019, page 148 (with Lutz Krämer)
Co-editor Cyber Security Legal Handbook with Detlev Gabel and Tobias Heinrich; authoring Chapter 2 Corporate Law (Management and Business Organization), 2019, pages 17-59; Chapter 16 Checklists, pages 436-460 (with Tobias Heinrich)
The code-reform: Not (yet) a great success, Der Aufsichtsrat, Issue 2, 2019, page 18 (with Lutz Kramer)
Search and seizure in the sphere of the corporate counsel in the course of internal investigations – Current situation and need for action of the legislator, Betriebs-Berater, Issue 50, 2018, page 2953 ff. (with Simon Bahlinger and Karl-Jörg Xylander)
Artificial intelligence and corporate governance, NZG 2018, pages 1131-1136, (with Robert Weber and Stefan Jobst)
Defence readiness Condition of a publicly traded Company as Task of the Management, in: Ready for Takeover?, Studies of Deutsches Aktieninstitut, 1st ed. 2018, pages 31-38 (with Lutz Krämer)
Investor Agreements and Business Combination Agreements as instrument of constitution for Bidder and Target Company in: Ready for Takeover?, Studies of Deutsches Aktieninstitut, 1st ed. 2018, pages 39-49 (with Lutz Krämer)
Non-consideration of foreign employees for the purpose of calculating co-determination thresholds in view of Art. 3 of the Basic Law – relevance in status proceedings under substantive law and procedural, AG 2018, 1 et seqq. In: Die Aktiengesellschaft, March 2018, pages 140-151 (with Weber, Robert and Jobst, Stefan)
Upstream securities by Limited Liability Companies and Stock Corporations in light of the most recent rulings by the Federal High Court', NZG Issue 33, 2017, pages 1292-1303 (with Matthias Bochum)
Public disclosure of inside information according to the ESMA Final Report, AG, Issue 17, 2016, pages 621-627 (with Lutz Krämer)
Scope and Limits of Protection against the Dilution of Share Value, AG, Issue 9, 2016, pages 301-315 (with Vanessa Seibel)
Admissibility of Standstill and Lock-up Agreements with a Stock Corporation, ZIP, Issue 38, 2015, pages 1811-1817 (with Benedikt Happ)
Investor Agreements between the Law of Stock Corporations and the Law of Contracts, ZHR, Issue 178, 2014, pages: 547–602
Commentary on Sections 250–252 German Stock Corporation Act (voidance and contestability of supervisory board elections) Vol. 5/2, 3rd ed., Cologne, 2014, pages 1-106
Domination Agreements Involving Public/State Entities, AG, Issue 21, 2013, pages 789–796 (with Jan Schürnbrand)
The potentially unlawful appointment of the supervisory board – the doctrine of defective corporate bodies as a means to overcome legal uncertainty?
Commentary on the decision of the German Federal Court of Justice (BGH) of February 19, 2013 – II ZR 56/12, Der Konzern, Issue 5, pages 310–314 (with Vanessa Seibel)
The future of "Macrotron" in light of the most recent ruling of the German Constitutional Court, AG, Issue 18, 2012, pages 645–660, (with Benedikt Gillessen)
Managing directors' liability according to ISION and reliance on legal advice ‒ A plea for applying the principles established by case law with a sense of proportion, AG, Issue 13, 2012, pages 498-502 (with Lutz Krämer)
Court proceedings concerning the valuation of compensation in connection with a squeeze-out or merger and the continued exclusive functional competence of the commercial divisions of the Regional Courts under the Act to reform procedure in matters of family law and non-contentious matters, NZG, Issue 7, 2012, pages 244 (with Julia Sitter)
Cash Pooling, Profit Participation Rights, Share Pledge, Formularbuch GmbH-Recht. Ed. Andreas Meyer-Landrut. Cologne, 2011, pages 673-720 (with Kai-Michael Hingst)
The German Federal Court of Justice's "Telekom III" ruling – Risk allocation at the intersection between stock corporation law and the law of capital markets, Corporate Finance Law, Issue 7, 2011, pages 328-345 (with Lutz Krämer and Benedikt Gillessen)
Practical aspects in connection with the financing of public takeover bids, Corporate Finance Law, Issue 6, 2011, pages 284-291, (with Matthias Kiesewetter)
Exercise of the Voting Rights in the General Meeting by the Principal despite Continuing Power of Attorney granted to a Proxy? - Remarks on the Practical Consequences of the Text Form Requirement pursuant to Section 124 para 3 German Stock Corporation Act, NZG, 2011, page 807 et seqq., (with Jari Friebel)
The evaluation of businesses in the event of structural measures, Issue 92, 201, page 7
The Squeeze-out according to the German Transformation Act - Procedure, Applications, Legal Remedies, AG, 2011, page 525 et seqq., (with Florian Brügel)
Share Deal and Unwritten Competences of the Acquiring Party's General Meeting, ZIP, Issue 12, 2011, page 545 et seqq.
Education and Training of Supervisory Board Members - An Item for the General Meeting? AG, 2011, page R 74 et seqq.,(with Jari Friebel)
Incorrect Declaration of Compliance with the German Corporate Governance Code and Contestability of Shareholders' Resolutions, NZG, 2011, page 201 et seqq.
Obligation to secure the insolvency estate and breach of duties by the supervisory board, NJW, 2011, page 192 et seqq. (with Markus Langen)
Book Review, Wettich, Carsten: "Organization of the management board of a stock corporation, Cologne. ZHR, Issue 174, 2010, page 368 et seqq.
When the Act on the Modernization of the German GAAP and the Act on the Implementation of the EU Shareholders' Rights Directive interfere with each other – the report on the statements pursuant to sec. 289 para 4, sec. 315 para of the German Commercial Code, NZG, 2010, page 692 et seqq.
Admissibility of a supervisory board with a number of members not divisible by three at an European stock corporation having its corporate seat in Germany, NZG, 2010, page 537 et seqq. (with Jari Friebel)
Say on Pay According to the VorstAG (Act on Adequacy of Remuneration of the Management Board) – Not a Toothless Tiger After All? HV Magazine (special edition on the law of shareholders' meetings 2010), page 36 et seqq.
Intervention by third parties in support of the defendant in actions for rescission of shareholders' resolutions of a stock corporation, NZG, 2009, page 1019 et seqq.
Special corporate law provisions for stock corporations as contained in the Act on the Stabilization of Financial Markets, AG, 2008, R 507 et seqq. (with Lutz Krämer)
Upstream loans and securities under the German Stock Corporation Law (as amended by the Act on the Modernization of Shareholder Law Suits and Reduction of Abusive Practices, MoMiG) NZG, 2008, page 801 et seqq., (with Ingo Theusinger)
The release from the statutory audit requirement according to Sec. 264 para. 3 German Commercial Code – does the subsidiary's supervisory board have to obey special duties of care? Der Betrieb, 2007, page 1068 et seq. (with Dirk Schmalenbach)
Preventive legal protection and flexibility when making use of authorized capital, ZIP, 2006, page 301 et seq.(with Lutz Krämer)
Shareholder legitimation by record date confirmation, ZIP, 2006, page 551 et seq. (with Dirk Zetsche)
Group restructuring and going public of a subisidiary. The rights of the shareholders of a listed parent company in the event that a subsidiary goes public, Abhandlungen zum deutschen und europäischen Handels- und Wirtschaftsrecht (AHW). Köln 2005 (Review by Wolfgang Servatius, ZHR, Issue 174, page 505 et seqq., 2010)
Report on the discussion of the presentation held by Levitt, Ed. Gesellschaftsrechtliche Vereinigung, Gesellschaftsrecht in der Diskussion 2004. Köln, 2005, page 167 et seq.
Best Lawyer for Corporate Law, The Best Lawyers in Germany, 2020-2023
Leading Lawyer Corporate Law, Legal 500 2022 & 2021
Leading Lawyer for Corporate Law, Kanzleimonitor 2022
Highly Recommended Lawyer: Corporate, JUVE 2024/2025
Highly Recommend Lawyer, Best Lawyers/Handelsblatt 2021 & 2020
Corporate Law
TOP-Anwalt 2021 Kapitalmarktrecht (Capital Markets) by WirtschaftsWoche
TOP-Anwalt 2019 Gesellschaftsrecht (Corporate Law) by WirtschaftsWoche
Dispute Resolution Star, Benchmark Litigation Europe
Capital Markets, Commercial and transactions