Katharina Erbe
Attorney-at-Law
Focus areas: Corporate · Venture Capital · M&A · Founder & Investor Counsel · Fund-Level Exits · GP Departures · Leaver Cases · Employee Participation (ESOP / VSOP) · Cross-border Transactions · Corporate Housekeeping
Katharina Erbe advises founders, investors and companies on all corporate matters, in particular in in the areas of Venture Capital and M&A. Her practice covers financing rounds, employee participation programs, corporate housekeeping, low- and mid-cap M&A transactions. Katharina has been doing this work for more than eleven years. Over that time she has sat on every side of the table — advising the company and its founders, acting for investors and for the management teams they back. That mix shapes how she works: pragmatic, commercially minded, and grounded in the kind of judgment that only comes from seeing how deals actually play out, not just how they read on paper.
What she does
Katharina works with clients across the full lifecycle of a company, from the foundation over the first financing round through to exit, and on the structural questions that come up at company and fund level along the way.
Her regular work includes:
- VC financings — equity rounds from seed to later stage, venture debt, convertible loans and SAFEs. She acts both founder-side and investor-side, and pays close attention to the structural choices in a round that really matter and come into play once an exit transaction is on the horizon.
- Investor-side advice — Katharina advises a wide range of investors: business angels, family offices, VC funds and strategic investors, on investments, co-investments, follow-ons and exits. Each of these investor types thinks differently about risk, governance, downside protection and exit expectations, and she has a feel for translating those concerns into terms that address all needs and concerns.
- Founder-side advice — counsel to founders from incorporation, through financing rounds and secondaries, all the way to an exit. Founder vesting, shareholders’ agreements, governance, and the more personal questions that ultimately decide what an exit means for the people who built the business.
- Corporate housekeeping — day-to-day corporate work for startups and scale-ups: shareholder resolutions, cap table management, share transfers, amendments to articles of association, and the small items that pile up quietly between rounds. They tend not to feel urgent until they show up in the next due diligence.
- Low- and mid-cap M&A — founder exits, cross-border deals, multi-seller processes, from LOI through to closing. Katharina works both buy- and sell-side, and is comfortable in the parts of a transaction where the real negotiation happens — earn-outs, roll-overs, post-closing arrangements.
- Fund-level exit transactions — over the past few years Katharina has built deep experience with exits at the fund level, particularly the contested and non-contested departure of General Partners. These mandates rarely fit a template. They sit between fund documentation, partnership dynamics and live transaction execution, and they call for as much judgment and negotiation instinct as drafting.
- Leaver cases — Katharina is regularly brought in on leaver situations at startups, on either side. Clean separations, contested departures, renegotiations under pressure — she has seen the patterns and knows where the leverage actually sits.
- Employee participation — designing and implementing ESOPs, VSOPs, hurdle shares, and genuine equity participations. The interesting questions are usually practical: which structure works for a German GmbH with team members spread across several countries, and which one still makes sense at exit.
Her approach
Transactions rarely stay in one lane. A financing round opens up governance questions. An exit turns on housekeeping that happened three years earlier. A leaver case is decided by a clause drafted long before anyone thought it would matter.
Katharina works pragmatically. She brings more than a decade of experience from every angle of the deal, focuses on what actually moves a transaction forward, and is reachable for her clients directly and on short notice — no long chains, no layers of contacts in between. The point is to get the deal done, and to get it done in a way the client can live with afterwards.
Dr. Max Weber
Attorney-at-Law & certified tax advisor
Focus areas: Corporate · Venture Capital · M&A · Tax Structuring · Employee Participation (ESOP / VSOP / PPRs) · Cross-border Transactions · Corporate Housekeeping · Founder & Investor Counsel
Dr. Max Weber advises founders, investors and companies at the intersection of corporate and tax law, with a particular focus on venture capital financings, low- and mid-cap M&A, and the tax structuring of transactions, investments and employee participation programmes.
Dually qualified as a Rechtsanwalt and Steuerberater, Max spent several years at VC-focused boutiques before broadening his practice towards tax — giving him a combination that is still rare in the market: the instincts of a transactional lawyer paired with the technical depth of a tax advisor.
What he does
Max guides companies through the full capital and transaction lifecycle — from the first priced round to the exit, from equity incentives to the tax questions that surface months later.
He has advised founders, investors and portfolio companies on:
- Venture capital financings — equity rounds from seed through later-stage, venture debt, convertible loan agreements and SAFEs. Work spans both founder- and investor-side mandates, with particular attention to the tax and structuring implications that shape what the cap table actually delivers at exit.
- Corporate housekeeping — ongoing corporate counsel for startups and scale-ups: shareholder resolutions, cap table management, share transfers, amendments to articles of association, and the day-to-day governance items that accumulate silently between financing rounds — and matter enormously once diligence begins.
- Low- and mid-cap M&A — buy-and-build platforms, founder exits, cross-border transactions and multi-seller processes, from LOI through signing and closing. Max advises both buy- and sell-side, with particular experience at the tax-sensitive points of transaction architecture: locked-box vs. completion accounts, earn-out design, roll-over structures and post-closing integration.
- Tax structuring of transactions — the tax architecture behind the deal: holding structures, step-up planning, loss utilisation (§ 8c/8d KStG), cross-border structuring, and the tax-sensitive choices that decide whether a structure works in practice or only on paper.
- Participations & investments — tax structuring for private and institutional investors, covering direct and fund investments, co-investments and management participations.
- Employee participation programmes — a core specialty: the design and implementation of EIPs, ESOPs, VSOPs, hurdle and growth shares, and genuine equity participations through prift participation rights — from first draft through to tax ruling where needed. Which structure actually delivers economics to employees after tax? Which survives an exit? Which works for a German GmbH with team members in six jurisdictions? These are the questions Max works through daily, in close coordination with corporate, employment and payroll.
His approach
Transaction work rarely stays within a single legal discipline. A financing round raises tax questions. An exit depends on housekeeping that happened three years earlier. Max works at exactly these intersections — as both lawyer and tax advisor — providing counsel that is integrated from the outset rather than stitched together after the fact.
Antonia Volhard
Attorney-at-Law
Focus areas: Corporate · Venture Capital · Co-Founder Leaver Events · Employment Law · MedTech · Travel & Hospitality · Restructuring · Founder & Investor Counsel · Litigation
Antonia Volhard advises founders, investors and companies at the intersection of corporate and employment law: two disciplines that rarely stay in their lanes and, at most firms, rarely talk to each other.
She started in venture capital financing – equity rounds, convertible loan agreements, shareholder agreements across industries – before moving into employment law, where she discovered a taste for exactly the cases that make other lawyers reach for a colleague: the ones where the corporate file and the employment file turn out to be the same file.
What she does
Antonia advises high-growth companies, founders and investors across the full corporate and employment lifecycle – from the first financing round to the moments where the cap table and the employment contract land on the same desk.
She has advised on:
- Venture capital financings: equity rounds from seed through later stage, convertible loan agreements, advising both founders and investors. Work spans cap table architecture, shareholder agreement negotiations and the governance questions that shape what equity actually means when it matters.
- Co-founder leaver events: a core specialty, and one she thinks about more than is probably healthy: the cases where a founding team fractures and the file needs both a corporate lawyer and an employment lawyer in the same room. Miss the employment layer and you get disputes. Miss the corporate layer and you get dead equity. Miss both and you get a very expensive lesson. Antonia advises on the exit mechanics, the good/bad leaver architecture, and the shareholder and service agreement questions that determine whether a leaver situation resolves cleanly – or doesn’t.
- Employment law for fast-growing companies: general employment law advisory and litigation support for companies scaling rapidly: from the first employment contracts through to board-level decisions, and everything in between. Particular experience in travel and hospitality, where complex workforce structures, multi-jurisdiction presence and operational intensity tend to generate the full spectrum of employment law questions at once.
- Restructurings – workforce restructurings for companies, from strategic planning through to execution.
- Corporate housekeeping: ongoing corporate counsel for startups and scale-ups: shareholder resolutions, cap table management, share transfers and the governance maintenance that accumulates quietly between rounds – and matters enormously once diligence begins.
Her approach
Corporate and employment law collide most often at exactly the moments that matter most: a co-founder exit, a senior hire with equity, a restructuring that changes who owns what. Most firms handle these moments by routing the file to two separate teams and hoping the advice converges.
Antonia works at this intersection by design. Her practice is built around cases where one file needs both disciplines and where the best outcome comes from someone who holds both at once.
Dr. Luisa Rödemer
Attorney-at-Law
Focus areas: Employment Law · Cross-border Expansion · Restructuring · SE Conversions · Shareholder-Managing Directors · ESOP / VSOP / Genussrechte · C-Level Advisory · Social Security Interface · Ongoing Retainer Counsel
Dr. Luisa Rödemer advises startups, scale-ups and international companies on all matters of employment law, with a particular focus on cross-border growth, complex restructurings and the legal intersections that fast-moving companies inevitably encounter.
Her experience spans international full-service firms and mid-sized boutique practices in Germany and abroad, giving her a rare combination of transactional precision and pragmatic, hands-on counsel.
What she does
Luisa guides companies through the full employment law lifecycle – from the first hires to pan-European expansions, from participation structures to multi-jurisdictional restructurings.
She has advised high-growth companies across industries on:
- Cross-border expansion: employment law support for pan-European and US market entries for companies including one of Germany’s leading digital construction and bulk materials platforms, a European micromobility pioneer, a fast-scaling hospitality and quick-commerce operator, and a travel-tech company reshaping how people book high-end trips. Work covered local hiring frameworks, works council strategy and regulatory compliance across multiple jurisdictions simultaneously.
- Restructurings: multi-country workforce restructurings spanning several European jurisdictions, from strategic planning through to execution, including for companies in hospitality, travel and media.
- SE conversions: advising on the employment and co-determination aspects of GmbH-to-SE transformations, including all works council and board-level negotiation processes.
- Incentive & participation structures: designing and implementing company-wide, cross-border incentivisation systems, including ESOP, VSOP and Genussrechte programmes for startups through to listed companies. Luisa advises both on the employment law framework and the interface with tax and corporate law — ensuring structures that work not just on paper, but in practice.
- Shareholder-managing directors & C-Level: a core specialty: the complex intersection of employment law, social security law and corporate law for managing directors who are also shareholders, founders with equity stakes, and senior executives. Who is an employee? Who isn’t? What are the social security implications? What does the shareholder agreement say — and does it conflict with the service agreement? These are exactly the questions Luisa navigates daily.
- Ongoing advisory: continuous employment law counsel for companies scaling rapidly, covering day-to-day HR questions through to board-level decisions and everything in between.
Her approach
Employment law for growing companies rarely stays within clean boundaries. A managing director’s contract touches corporate law. A participation structure raises tax questions. A restructuring has people, culture and timing dimensions that a purely legal answer won’t solve. Luisa works at exactly these intersections – providing employment law advice that is integrated, commercially aware and built for the realities of high-growth environments.