Dirk Besse is managing partner of the German office of Morrison Foerster and heads our European M&A practice. He is among the leading experts for cross-border mergers and takeovers as well as for stock corporation law and capital markets law. A particular focus of his work lies in the Internet, media, finance, pharma, and high-tech industries.

Dirk Besse advises clients on complex public and private M&A proceedings, on capital markets transactions, and on the statutory provisions for foreign investments in Germany. He has vast experience in cross-border, large-cap transactions, such as the public takeover of SLM Solutions by Nikon Corp.; the public takeover of GK Software SE by Fujitsu; the investment of SoftBank in Agile Robots, a Munich AI and robotics startup; the merger of German unicorn “SellerX” with its U.S. competitor Elevate; or the sale of Fyber NV to Digital Turbine (USA). Additionally, he regularly advises listed companies on capital markets law, for example, Delivery Hero SE on its general meeting of shareholders, etc.; DEAG Deutsche Entertainment AG on delisting from the Frankfurt stock exchange; and Spark Networks on listing on the New York Stock Exchange (NYSE). Furthermore, he also has extensive experience advising management boards and managing directors on questions of company management and compliance.

JUVE, Germany’s leading legal directory recommended Dirk Besse as a lawyer for M&A and corporate law in 2013, 2016, and 2017, and since 2018 continuously for M&A. Best Lawyers Germany 2014 ranked him as Lawyer of the Year for private equity in Berlin. Additionally, Best Lawyers Germany has recommended him continuously since 2009 for the areas of corporate law, mergers and takeovers, private equity, and venture capital. In 2019 Chambers Global named him among the leading lawyers in the category of Corporate/M&A Mid-Market Germany. 

Dirk Besse has published essays on various areas of corporate law, capital markets law, and M&A-related topics. He was a lecturer for the “Excellence Program for Supervisory Board Members” created by the DAI (Deutsches Aktieninstitut) and the Frankfurt School of Finance and Management. Furthermore, he has been a member, as well as chairman, of various supervisory boards.

Representative Experience

M&A Proceedings

• Fujitsu Inc. in the public takeover of GK Software SE
• Nikon Corp. in the public takeover of SLM Solutions Group AG
• SellerX in its merger with Elevate Brands from the USA in a share-for-share deal
• Sale of Fyber NV to U.S. competitor Digital Turbine
• Spark Networks, Inc. in the merger with Affinitas GmbH and subsequent listing on the New York Stock Exchange (NYSE)
• Fujitsu Semiconductor in the spin-off of its European semiconductor development business (SoC) and the setting up of a joint venture with Panasonic (Socionext)
• Ally Bridge Group, an investment platform out of Hong Kong, in its investment in Pieris AG, a German biotech company, as well as in its reverse-merger, private placement, and initial public offering in the United States
• U.S. satellite network operator Planet Labs, Inc. on the acquisition of the German satellite system RapidEye
• Representation of Yahoo!, Autodesk, and Salesforce on strategic M&A procedures in Germany
• Supporting a Chinese investor in the acquisition of Bochumer Verein, a steel producer with plants in Germany and Brazil, from steel producer Georgsmarienhütte
• Representation of the majority shareholder of Schmolz + Bickenbach AG with regard to the hostile takeover and restructuring of the company, including a subsequent capital increase and an offer to repurchase bonds

Stock Corporation and Capital Markets Law

• Delisting of GK Software SE, including delisting the purchase offer
• Squeeze-out of the minority shareholders of SLM Solutions Group AG
• DEAG Deutsche Entertainment in delisting from the Frankfurt Stock Exchange
• Support in the conversion of Delivery Hero SE into the legal form of an SE; support in the first general meeting of shareholders following the IPO; and ongoing support in questions of stock corporation and capital markets law
• Spark Networks SE on the listing of an ADR program on the New York Stock Exchange (NYSE)
• Wild Bunch AG on restructuring (capital write-down, debt-equity swap, exemption from the mandatory takeover offer)
• Medios AG in a reverse IPO on the Frankfurt Stock Exchange through the contribution in-kind of a specialty pharma company
• Regular advice to a large number of listed companies, including DAX and M-DAX, on the preparation of general meetings of the shareholders, as well as on questions of stock corporation and capital markets law, corporate compliance, and management board remuneration
• Representation of EQS Group AG in conducting the first online general meeting of shareholders in Germany, enabling shareholders to participate in the meeting online as well as to ask questions online and vote simultaneously.

VC Transactions

• The Berlin unicorn “SellerX” in its merger with Elevate Brands from the USA in a share-for-share deal
• SoftBank in its investment in the Munich high-tech unicorn Agile Robots
• Viewpoint Ventures in the financing round of Thinksurance GmbH, Frankfurt
• Whale Rock Capital in its investment in Celonis SE, a Munich unicorn, in the areas of big data and AI
• Berlin startup Fyber NV in add-on acquisitions in Israel and the United States, as well as in the exit of the U.S. competitor Digital Turbine
• SoftBank in its investment in the logistics startup Forto
• Support of shareholders in the conversion of Contentful GmbH into a U.S. legal form
• Rhia Ventures in its investment in Testmate
• SoftBank Vision Fund in its investment in the German Auto1 Group and the subsequent IPO
• Delivery Hero in VC investments in the United States and South America