Dr Wolfgang Heinze

Since the beginning of my legal practice, I have been advising medium-sized (family-owned) companies as well as subsidiaries and branches of German and foreign groups (in particular from the pharmaceutical/biotechnology, technology, engineering services, gas, oil and energy sectors) on the drafting of contracts and the (procedural) enforcement of their rights. This includes not only the drafting, revision or negotiation of commercial and distribution agreements at the various stages of the supply chain, e.g.

• General terms and conditions of purchase and sale,
• quality assurance and confidentiality agreements (NDA/CDA) and
• framework supply agreements,

but also answering individual questions for long-standing clients – similar to an outsourced legal department.

In addition, as a certified specialist in commercial and corporate law, I support medium-sized companies, their managing directors and shareholders in the context of so-called ‘corporate housekeeping’, i.e. in corporate law measures and structural decisions. In addition to the preparation and organisation of (contentious) shareholders’ meetings, recent cases include, for example

• the formation of partnerships and corporations (start-ups), including the drafting of articles of association and financing agreements;
• advising governing bodies on liability issues, e.g. in connection with cyber risks;
• advising association boards on the drafting of new articles of association and critical decisions, e.g. on the organisation of structures for state sports funding;
• organising the German part of a cross-border merger (down-stream merger) of an industrial company;
• an M&A transaction in the small-cap sector for an owner-managed company.

Another focus of my work is advising public clients (municipalities, districts, universities or public sector companies) on the conception, organisation and implementation of national or EU-wide procurement procedures as well as the representation of applicants and bidders in procurement procedures.

Based on contract law drafting and expertise, my focus here is in particular on the drafting and combination of the respective contract with the appropriate suitability and award criteria in accordance with the objectives of the public client. The contents of the award procedures have recently been services (e.g. planning, consultancy or project manager contracts, contracts for company pension schemes or security services) and supplies (advertising concessions, software and hardware, ticket blanks, etc.).

Having assisted my clients in litigation, be it civil proceedings or review proceedings, I am able to combine the procedural requirements and thus the legal and factual circumstances in the enforcement of rights and the drafting of contracts and proceedings in the interests of my clients in a goal-oriented manner. I not only regularly represent companies in the (extra-)judicial enforcement of or defence against claims for defects or product liability, but also shareholders or associations/companies and their bodies (managing directors/board members) in (arbitration) court proceedings.

In my core areas of contract and public procurement law, I also train employees of purchasing departments in the drafting of contracts and procedures.

• Certified specialist in procurement law, 2020
• Certified specialist in commercial and corporate law, 2016
• Lawyer at SEUFERT Rechtsanwälte, specialising in commercial and corporate law and public procurement law, 2006 to 2014, partner since 2013
• Doctorate at the Ruprecht-Karls-University of Heidelberg, 2008
• Legal clerkship in the OLG district of Munich, 2003 – 2005
• Research assistant at the chair of Professor Dr Johannes Hager, Ludwig-Maximilians-University Munich, 2002 – 2004
• Studied law at the Westfälische Wilhelms-Universität Münster, the University of Geneva and the Ludwig-Maximilians-Universität Munich, 1995 – 2001

• regular contributions to the law blog (www.law-blog.de)
• Heinze, Wolfgang: Interim injunction by means of actio pro socio in two-person GmbH on prohibition of activity and entry. Judgement review on OLG Munich, decision of 25.05.2023 – 23 W 354/23e. In: GWR 10/2024, p. 161
• Heinze, Wolfgang: The statutory or statutory convocation deadlines must also be observed in the case of a circular resolution pursuant to Section 2 COVMG. Judgement discussion on LG Hamburg, decision of 09.06.2020 – 412 HK O 78/20. In: GWR 20/2020, p. 397
• Heinze, Wolfgang; Klaus, Katharina: Arbitration agreements in partnership agreements. Basic features of an effective arbitration agreement in the contract of a family company. In: FuS, issue 05/2019, p. 156ff.
• Heinze, Wolfgang: Interim injunction for entry of an objection to the list of shareholders in the event of redemption of company shares. Review of the judgement of the Regional Court of Kassel, judgement of 11.07.2018 – 11 O 4146/16. in: GWR 2/2019, p. 29
• Heinze, Wolfgang: Interim injunction in the event of a shareholders’ meeting being convened in breach of trust and the dismissal of a managing director. Judgement review on OLG Hamm, judgement of 07.03.2018 – 8 U 2/18. in: GWR 11/2018, p. 217
• Heinze, Wolfgang: Contractual exclusion of the right of inspection pursuant to Section 166 I HGB. Judgement review on OLG Munich, judgement of 31.01.2018 – 7 U 2600/17. In: GWR 4/2018, p. 71
• Heinze, Wolfgang: Contractual prohibitions of activity within the meaning of section 92a (1) sentence 1 Alt. 1 HGB. Judgement discussion on BGH, decision of 16.10.2014 – VII ZB 16/14. In: Fachanwalt Arbeitsrecht, 3/2015, p. 71 f.
• Heinze, Wolfgang; Dietlmeier, Stefan: Commentary on §§ 738 – 740 BGB. In: BGB.Kommentar.de
• Heinze, Wolfgang: Interpretation of a severance payment provision in a GmbH contract must not lead to unequal treatment. Judgement review on BGH, judgement of 27.09.2011 – II ZR 279/09. In: GWR, 1/2012, p. 10
• Heinze, Wolfgang: Relevant remuneration components in the context of Section 5 (3) sentence 1 ArbGG. Judgement review on BGH, judgement of 28.06.2011 – VIII ZB 91/10. In: Fachanwalt Arbeitsrecht, 12/2011, p. 362 f.
• Heinze, Wolfgang: Non-competition covenants of one-company representatives. Judgement review on OLG Frankfurt, judgement of 8 January 2010 – 22 W 55/09. In: Fachanwalt Arbeitsrecht 7/2010, p. 196 f.
• Heinze, Wolfgang: Co-determination in a monistic European stock corporation – A comparative legal analysis between a co-determined monistically structured Societas Europaea in Germany and a co-determined monistically structured Société Anonyme in Luxembourg, Münster (zugl. dissertation Ruprecht-Karls-Universität Heidelberg), 2008
• Heinze, Wolfgang; Dietlmeier, Stefan: The ‘Limited’ from the perspective of its contractual partners. In: FinanceXtra, September 2006, p. 8
• Heinze, Wolfgang; Seifert, Achim; Teichmann, Christoph: Verhandlungssache: Arbeitnehmerbeteiligung in der SE. Proposal for a model agreement on information, consultation and co-determination in the European Company (SE). In: Betriebsberater, issue 46/2005, p. 2524 ff.

• Lecturer on IT procurement law at events organised by Walhalla Verlag
• Lecturer in business law at the Faculty of Biotechnology and Bioinformatics at Weihenstephan-Triesdorf University of Applied Sciences, Freising, since 2013

• Working Group on Commercial and Corporate Law in the German Bar Association (Arbeitsgemeinschaft Handels- und Gesellschaftsrecht im Deutschen Anwaltverein e.V.  – DAV)
• German Association for Distribution Law (Deutsche Gesellschaft für Vertriebsrecht e.V.)
• forum vergabe e.V.
• German Bar Association (Deutscher Anwaltverein e.V. – DAV)
• Forum MedTech Pharma e.V.