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Corporate. Transactions. Strategic Advisory

SPARRING PARTNER ENTREUPRENEUR LAWYER

We combine legal excellence with an entrepreneurial mindset - to make visions legally and strategically achievable.

The problem isn't the law. It's how lawyers think.

Deals rarely fail on legal provisions. They stall because of mindset: over-documentation, blurred priorities, and missmanaged stakeholder friction. Templates drain negotiation leverage. Risks are captured broadly but weighted poorly. The result: slower processes, preventable value destruction, and documents that don't carry their weight in negotiations or disputes. We shift the frame: economics and humans first, then law — for better execution and outcomes that hold.

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Outcomes, not paper. Partner-led. Entrepreneurial.

No overhead — just accountable execution.

Economics before formality.

We map price, timeline, and real risks first and draft only what creates leverage.

Partner-led clarity

Short cycles. No overcrowded teams, no training on your mandate.

Enforceable, not verbose.

Contracts designed to carry in negotiation and if needed, in disputes.

Speed with control.

Focused DD, management preparation, lean loops, and post-closing continuity.

Cross-stage, cross-border.

From seed rounds to M&A (domestic/cross-border) and IPOs

I’m not a traditional lawyer.

Pragmatic, entrepreneurial legal support with heart and soul. Focused on clear solutions that move your business forward

I’m not a traditional lawyer.

Pragmatic, entrepreneurial legal support with heart and soul. Focused on clear solutions that move your business forward

The Golden Rules / Tao

The golden rules of strategic legal counsel

Every legal strategy is a business strategy. These principles guide our approach to transforming complex challenges into opportunities.

Premium when it matters. We apply large-project standards to your case.

Focus on real, economic risks. Relevance before formalism.

We understand business models. Entrepreneurial thinking, clean legal execution.

Focus on real, economic risks. Relevance before formalism.

Bespoke contracts. Fit-for-purpose, not templates.

Pragmatic, with nuance. Simple where possible — precise where needed.

Full dedication, regardless of size. Every transaction counts.

Agile and fast. Deals don't delay because of us.

WHAT WE DO

M&A for the German Market. cross-boarder & domestic

We are a transaction law firm at heart with benefits from also being trusted advisor to investors, Mittelstand and Start-ups. For transactions, we advise on M&A, joint ventures, minority shareholdings, carve-outs, spin-offs and venture capital. Our trademark is understanding businesses and advising sector agnostic, grounded in long-term trusted advisor relationships.

Bridging valuation gaps

Call/Put Options, Pragmatic Earn-outs, Vendor Loans and creative risk allocation

Bridging valuation gaps

Call/Put Options, Pragmatic Earn-outs, Vendor Loans and creative risk allocation

Quick Turnaround Times

Along the deal lifecycle. From term sheet to definitive agreements

Focused DD & executive outputs

locked-box/MAC calibrated to business reality.

Post-closing continuity

smooth hand-over and governance.

Structures that work

share/asset deals, carve-outs, spin-offs, mergers, JV structures.

Bridge valuation gaps

call/put options and pragmatic earn-out mechanics.

Representative matters

indurad -> Hexagon (sell-side)

indurad founders and RCF Jolimont in its sale to Swedish publicly-listed Hexagon AB

enercity AG * (JV / cross boarder)

in its joint venture and sale of Lynqtech GmbH via call option to Hanwha Q-Cells

Porsche Automobil Holding SE * (buy-side)

€10.1bn acquistion of 25% in Porsche AG from Volkswagen concurrent with the Porsche IPO

Our commandments of transaction advisory

Focus on economic risks, not legal pseudo-risks

Bridge valuation gaps with legal design (Risk Allocation, Optionality, Financing Structures)

Creative structuring to defuse hardened positions — or prevent escalation early

Communicate at the right time with the right people — avoid trench warfare

Collaboration over confrontation to create shared deal security

Sensitivity for rules that pass — and those that backfire

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For german Mittelstand

Contract design that protects value and creates negotiation leverage.

We know what buyers look for — and how "legally weak" contracts read: ambigous wording, unclear termination rights, poor IP allocations, liability loopholes. That costs money, leverage, and time. We fix it.

How we help in practice

Customer Agreements Legal head start for product and market success

Employment Agreements Employer-focused, risk-tight, scalable

Supplier Agreements Maximize value, minimize risk, avoid pressure

License/IP Agreements Protecting your crown jewels or licensing new ones

Project Agreements the right legal language saves trouble when the project booms

Cooperation Agreements Clean legal back-end for product & market launches

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Case study

Mi-Jack Europe GmbH (formerly Yardeye) Trusted advisor for operational contracts, US/Europe group structures, HR topics and all things IP

Why our individual contracts are BEYOND PREMIUM

We take time to understand your business model and think through risks.

We design contracts To Put You in the Best Possible Position

Sensitivity Applied. No Unnecessary Provocation of Your Business Partner

modular regimes (moderate ↔ aggressive) to match Business Partner and situation.

Contracts scale with your company and serve as a reliable reference.

”Well, I don’t want a lawyer to tell me what I cannot do. I hire him to tell me how to do what I want to do.”

-J.P.Morgan

One-stop counsel for venture Capital. fast, thorough, and hands-on.

We give you an edge with our blend of M&A and IPO experience and years of mentoring start-ups. Strategic, forward-thinking legal advice — from acquisition to exit, and on portfolio level

Bespoke Deals

Providing individual deal designs that bridge the gap between start-up and investor.

Portfolio ops

Experienced in commercial contracts to support your start-ups beyond financing rounds.

Smart Transactions

Providing deal security by not only looking at legal statutes but also attending to human nature.

Lifecycle support

Advising on M&A and having advised on IPOs and de-SPACs, we provide support beyond Series C.

Angels welcome

Smaller clients deserve premium advice and support as well

How we help in practice

blue pool capital

as Lead Investor in the €80m Series F of GYG

Marina Capital

on its bespoke founding investment in Rokksta - German mining Tech.

Jetpack Studio

GmbH in connection with multiple investments such as Merlin Digital Solutions, Rooms Technologies, Glorya , NOBS Nutrition.

Jetpack Studio

in connection with multiple investments such as Merlin Digital Solutions, Rooms Technologies, Glorya , NOBS Nutrition.

Marina Capital

on its bespoke founding investment in Rokksta - German mining Tech.

blue pool capital

as Lead Investor in the €80m Series F of GYG

blue pool capital

as Lead Investor in the €80m Series F of GYG

Marina Capital

on its bespoke founding investment in Rokksta - German mining Tech.

Jetpack Studio

GmbH in connection with multiple investments such as Merlin Digital Solutions, Rooms Technologies, Glorya , NOBS Nutrition.

Jetpack Studio

GmbH in connection with multiple investments such as Merlin Digital Solutions, Rooms Technologies, Glorya , NOBS Nutrition.

Marina Capital

on its bespoke founding investment in Rokksta - German mining Tech.

blue pool capital

as Lead Investor in the €80m Series F of GYG

FOR START UPs

Investable, protected, in control from day one.

Don't end like founders who exit and still have little to show. Liq-prefs and control rights matter from the first capital raise. We keep you fundable — and in control.

Our commandments of transaction advisory

Clean founder setup & vesting; align expectations early.

Investor Terms that Are Fair for You (liq-pref, control/info, anti-dilution, pro-rata, tag/drag).

Simple where sufficient. Fully bespoke where they save you later pain (and money).

IP Agreements; Customer and Supplier Agreements; Cooperation Agreements - Structured to Protect Growth

Corporate & dispute experience — we build structures that hold up under stress.

Modular Contracts that scale and serve as a reference across rounds.

Case snapshots

Based on workshopping through their business‘ needs, we created a modular customer agreement (defensive <—> aggressive) and made suggestion as to potential monetizations of their product and fee structures.

Advising on founding the GmbH (Articles, Vesting), the first cheque receipt and the operational (legal) architecture of the business - bespoke, with 24/7 coverage.

Startup Mentoring Program

Fast, Practical Legal Support for Founders. Building a company is hard enough.

With the Startup mentoring program, (international) founders receive direct, fast, and uncomplicated legal support—whenever they need it.

Your private legal line

How it works

Every client receives a private WhatsApp group with Nico Evangelisti and your founding team. Ask questions anytime—legal clarifications, contracts, corporate structure, funding terms, negotiations, and strategic decisions. Nico responds quickly via message or voice note, providing clear, actionable guidance.

fixed monthly price no surprises no billable hours no delays

DESIGNED FOR

(International) startups entering or operating in Germany

Founders who want fast legal sparring without complex processes.

Contract reviews, fast strategic decision, product launches

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Big-Law experience.

Boutique attention.

Solo-GP accountability.

Big-Law experience.

Boutique attention.

Solo-GP accountability.

Nico Evangelisti Founder & Rechtsanwalt

Nico Evangelisti advises companies and investors on M&A and Venture Capital, buy- and sell-side. He also serves as a trusted advisor and external general counsel to startups, business angels and Mittelstand companies.

Background across Sullivan & Cromwell, Freshfields, and Deutsche Bank, now run as a Solo-GP model to avoid friction and ensure direct accountability.

EVANGELISTI Founding Partner

Sullivan & Cromwell M&A, Capital Markets

Wach und Meckes Corporate Litigation

Freshfields Corporate

SELECTED REPRESENTATIVE

Growth & Capital

We help businesses grow through strategic investments, IP guidance, and comprehensive legal support.

Marina Capital on its investment in Rokksta GmbH through up-front convertible loan and consecutive seed-round investment. Jetpack Studio GmbH, a venture studio, in its formation and the acquisition of multiple portfolio companies through founding investments, convertible loans and/or secondaries. Blue Pool Capital*, the family office of one Alibaba founder, as lead investor in the €80 million Series F financing round of GetYourGuide AG, combined with a €102 million credit facility. Löwenzahn Organics GmbH in connection with the exit of a family office (secondary transaction), the change of its sales model, and the concurrent investment by OysterBay. Xemx based on workshopping through their business‘ needs, we created a modular customer agreement and made suggestion as to the potential monetizations of their product.

Wholix GmbH on the negotiation of the first cheque through a bespoke CLA and services for shares advisory structure Glorya GmbH on the entry of late co-founders, the pre-seed financing round, and the professionalisation of its employment structures (including IP) and the implementation of a VSOP. NOBS Holding GmbH in its formation and entry of founding investors through a bespoke structure. Merlin Digital Solutions GmbH in the entry of an investor through the combination of secondary and convertible loan, and the optimisation of its structural setup including corporate, VSOP and employment law matters. *representations as part of Sullivan & Cromwell LLP

Legal Operations (Startups / Mittelstand)

We support startups and Mittelstand companies with comprehensive legal operations and structural optimization.

indurad GmbH on (1) the creation and negotiation of a development partnership agreement with one of the biggest German heavy machinery companies, (2) creating and negotiating an IP purchase agreement for key code know-how, and (3) as external legal department on multiple matters (e.g., reseller agreements, project agreements and IP transfer agreements). Mi-Jack Europe & Mi-Jack US as external legal department on all matters relating to German law (e.g., group-wide data protection, employment law, customer agreements, NDAs) Rokksta GmbH on (1) the acquisition of key intellectual property from minrocon GmbH through an asset deal structured as a transfer of going concern and (2) the renegotiation of a partnership agreement with a distributor. Wholix GmbH on its establishment, in particular, the creation of bespoke articles of association and an international founding shareholder structure. xemX materials space exploration GmbH in the development of a modular, scalable customer agreement.

Merlin Digital Solutions GmbH on (1) the creation of a reseller & partnership agreement with a business partner for a platform product, (2) the implementation of home office and employment law structures. Rooms Technology GmbH on the implementation of a VSOP and the creation of multiple employment agreements (employee, working student, mini-job) Werkbank+ on the design of (1) a tailored structure enabling participation in exit proceeds through profit participation rights (Genussrechte) and (2) bespoke consulting and sales operation service agreements. GameChanger LLC to establish a joint venture with Viral Vision for a TikTok eCommerce business. fairfood Freiburg GmbH in employment- and subsidy-related matters, as well as a shareholder bridge financing. *representations as part of Sullivan & Cromwell LLP

Transactions

We advise on complex transactions including M&A, de-SPACs, and strategic acquisitions.

468 SPAC II SE* (468 Capital) on its de-SPAC transaction and business combination with Australian Securities Exchange-listed German tech company Marley Spoon SE European Healthcare Acquisition & Growth Company B.V.* on its definitive agreement to enter into a business combination with Austria-based.Croma-Pharma GmbH Garry Krugljakow as sponsor in connection with the implementation of aifinyo AG’s Bitcoin treasury strategy. Silver Lake* in connection with the add-on acquisition of a German mid-market company TricorBraun Holdings, Inc.* in the acquisition of German mid-market companies.

Wholix GmbH on the negotiation of the first cheque through a bespoke CLA and services for shares advisory structure Glorya GmbH in the entry of late co-founders, the pre-seed financing round, and the professionalization of its IP, employment structures and the implementation of a VSOP. NOBS Holding GmbH in its formation and the entry of founding investors through a bespoke structure. Merlin Digital Solutions GmbH in the entry of a founding investor through the combination of investment and convertible loan, and the optimization of its structural setup, including VSOP and employment law matters.