Michael Brems’s practice focuses on corporate transactions, particularly domestic and cross-border mergers and acquisitions, and employment law matters in Germany.

Michael joined the firm in 1996 and became counsel in 2004. He was resident in the New York office (1998-1999) and the Frankfurt office (1996-1997 and 1999-2004).

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Notable Experiences

M&A

  • OpenText in its pending $2.275 billion sale of its global application modernization and connectivity business to Rocket Software.

  • Alimentation Couche-Tard in its acquisition of TotalEnergies’ retail assets (including over 2,100 gas stations) in Germany, the Netherlands, Belgium, and Luxembourg.

  • International Flavors & Fragrances in the sale of its global savory solutions business to PAI Partners.

  • Veolia in the sale of its European mobile water services business to Saur.

  • Infinite Electronics, a portfolio company of Warburg Pincus, in its acquisition of the Cable Connectivity Group.

  • Westlake Chemical Corporation in the acquisition of Hexion’s global epoxy business.

  • International Flavors & Fragrances in the sale of its worldwide microbial control business to Lanxess.

  • International Flavors & Fragrances in the sale of its food preparation business to Frulact, a portfolio company of Ardian.

  • The Walt Disney Company in the sale of its partnership interest in SRTL to RTL/Bertelsmann.

  • LivaNova in the sale of its heart valve business to Gyrus Capital.

  • Latour Capital in the acquisition of Solvay’s barium and strontium, and sodium percarbonate businesses.

  • Baxter Healthcare in its strategic partnership with ZeoSys.

  • Casa Tarradellas in its acquisition of a 60% stake in the Herta charcuterie and dough business from Nestlé.

  • International Flavors & Fragrances in its merger with the Nutrition & Biosciences business of DuPont.

  • Lavazza in its acquisition of the worldwide Drinks business from Mars.

  • 3M in the sale of its communication markets business to Corning.

  • General Motors in the sale of its Opel/Vauxhall business and GM Financial’s European operations to PSA Group.

  • LVMH in its acquisition of RIMOWA.

  • OpenText in its acquisition of Recommind and its acquisition of the worldwide ECD business from Dell EMC.

  • International Flavors & Fragrances in its acquisition of Fragrance Resources.

  • Dow Chemical in its sale of Safechem.

  • Asahi Kasei in its acquisition of Polypore International and the back-to-back sale of the worldwide separations media business to 3M.

  • Henry Schein in its acquisition of scil animal care company.

  • Westlake Chemical Corporation in its acquisition of Vinnolit.

  • Kawa in its acquisition of the photovoltaic business of Conergy out of insolvency.

  • Altana in its acquisition of the rheology additives business of Rockwood.

  • SPIE in its acquisition of the service solutions business of Hochtief Solutions.

  • Booz & Company in its acquisition of Management Engineers.

  • A Mittal family trust in the acquisition of the business of ESCADA out of insolvency.

  • Deutsche Postbank in the acquisition of BHW Holding.

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Employment

  • All employment law aspects of M&A transactions and corporate restructurings.

  • Management contracts and their termination.

  • Workforce restructurings in Germany.

  • Works council and co-determination issues.

  • Pension matters.

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Publications

The Executive Remuneration Review, Law Business Research, 12th Edition, 2023, Chapter on Germany 

“German Plans to Extend the Scope of Corporate Co-Determination Rights for Employees” Cleary M&A and Corporate Governance Watch Blog, January 19, 2022 (with Falko Maurer)

“German Reform Plans regarding Corporate Co-Determination for an SE,” Cleary M&A and Corporate Governance Watch Blog, January 19, 2022 (with Falko Maurer)

“Germany Strengthens Corporate Social Responsibility in Supply Chains,” Cleary M&A and Corporate Governance Watch Blog, January 13, 2022 (with Falko Maurer)

The Executive Remuneration Review, Law Business Research, 10th Edition, 2021, Chapter on Germany

“Germany Changes the Legal Framework to Increase the Number of Works Councils,” Cleary M&A and Corporate Governance Watch Blog, July 6, 2021 (with Falko Maurer and Amelie Wagner)

What Employers in Germany Should Know in Times of COVID-19,” Cleary Gottlieb Alert Memo, May 8, 2020 (with Falko Maurer)

Fiscal Measures of the German Government in Light of the COVID-19 Pandemic,” Cleary Gottlieb Alert Memo, March 18, 2020 (with J.F. Daniel Weyde, Michael Kern and Jens Hafemann)

Changes to Deferred Compensation in Germany,” Cleary M&A and Corporate Governance Watch Blog, June 6, 2019 (with Falko Maurer)

Bridge Part-Time Work in Germany,” Cleary M&A and Corporate Governance Watch Blog, March 27, 2019 (with Falko Maurer)

German Government Plans to Reduce Dismissal Protection for “Risk Takers” in the Financial Sector,” Cleary M&A and Corporate Governance Watch Blog, December 4, 2018 (with Falko Maurer)

Workers on Boards: Thoughts from Europe,” Oxford Business Law Blog, May 3, 2017 (with Loïc Peltzer, Melissa Reid, Jerome Hartemann and Peter Werdmuller of Werdmuller & Co. B.V.)

“Die (rechtzeitige) Unterrichtung des Wirtschaftsausschusses beim Unternehmensverkauf,” Der Betrieb 2017, p. 1513 et seq. (with Sophia Croonenbrock)

“Die Europäische Privatgesellschaft (SPE) als Baustein des internationalen Konzerns,” Der Konzern 2008, p. 629 et seq. (with Klaus Cannivé)

“BGH schränkt Cash Pool-System ein,” Die Börsen-Zeitung, January 25, 2006 (with Tobias Tillmann)

German Takeover Law – A Commentary, C.H. Beck (Eds. Gabriele Apfelbacher, Stephan Barthelmess, Thomas Buhl and Christoph von Dryander, 2002, Sections 18-22, 40-47