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German-US contracts
Drafting and reviewing cross-border contractual relationships between German and US business partners.
Germany · USA
Legal counsel between
Germany and the United States
We advise companies, entrepreneurs and private clients on cross-border matters between Germany and the United States.
A cross-border perspective
Two legal systems. One clear strategy.
Legal matters between Germany and the United States call for more than the translation of a contract. Different legal systems, contracting cultures and corporate structures have to be considered together from the outset.
Hannekum & Partner is your central point of contact for cross-border matters between Germany and the United States. We advise on German law and the German side of a matter, structure the project as a whole and, wherever the law of a US state is decisive, coordinate the involvement of appropriately licensed US attorneys.
Germany · USA
Our German-American practice
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Corporate structures and market entry
Legal support for German companies preparing and structuring their business activities in the United States.
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Establishing businesses in the United States
Support in the legal structuring of a planned US entity and coordination of the steps required to form it.
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German-US business relationships
Advice on the legal questions that arise in cross-border commercial and contractual relationships.
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German-US inheritance and estate matters
Support in estate and succession planning matters with connections to both Germany and the United States.
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Cross-border legal questions
Assessment and coordination of matters in which German and US law meet.
For businesses
Doing business between Germany and the United States.
Companies entering the US market or building relationships with American partners encounter different legal structures and contractual standards. We advise on the German side of these decisions – from the initial structure through to day-to-day operations.
- Market entry
- Corporate structure
- Contract drafting
- Cooperation arrangements
- Business relationships
- Ongoing cross-border matters
Contract drafting
Contracts do not automatically work on both sides of the Atlantic.
A German contract relies on statute at many points: whatever the parties leave open is supplemented by the German Civil Code (BGB). US contracts work the other way around – they spell out what is to apply and do not rely on a statutory default framework. Translating a German contract therefore carries over its wording, but not its effect.
We review German-US contractual relationships for the points at which the two systems diverge. Where the law of a US state is decisive, we coordinate the drafting with attorneys licensed in that state.
Governing law
Which law is to govern the contract – and whether that choice will be upheld on both sides.
Jurisdiction
State court or arbitration, and where a decision can later be enforced.
Liability
Limitations of liability, indemnities and the treatment of consequential damages.
Warranties
Representations and warranties in place of the statutory remedies for defects under German law.
Termination
Term, termination rights, termination for convenience and the consequences of termination.
Confidentiality
Scope and duration of non-disclosure agreements, protection of trade secrets.
Intellectual property rights
Ownership, rights of use and licenses in trademarks, software and content.
General terms and conditions
German general terms and conditions (AGB) cannot be carried over unchanged into US business.
Enforcement
What a clause is worth is ultimately decided at the stage of recognition and enforcement.
The US market
From a German company into the US market.
The path into the US market does not begin with forming a company, but with the question of which activity actually requires a separate entity – and which contracts need to support it. We assess the starting position and advise on the steps to be decided on the German side.
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Strategy & legal starting position
Distribution through partners, a subsidiary of your own or a cooperation: we clarify which model fits the project and what legal consequences follow from it.
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A suitable corporate structure
Which structure supports the planned activity and how it fits into the existing corporate structure in Germany.
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Formation and required documentation
Shareholder resolutions, powers of attorney and supporting documents on the German side, aligned with the requirements of the chosen US location.
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Contracts & operating structures
Supply, distribution and service agreements, license and confidentiality agreements for day-to-day business.
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Coordination with US counsel
Where admission in a particular state is required, we bring in attorneys licensed there and consolidate the results.
Corporate structures and market entry Establishing businesses in the United States
For questions of taxes and duties in Germany and the United States, we work with tax advisors and Certified Public Accountants (CPAs); tax advice is provided by them.
Private clients
When assets cross borders.
An estate with connections to Germany and the United States touches two legal systems at once. Succession, the formal requirements for a will and the administration of the estate may be assessed differently – depending on where the assets are located, where the deceased last lived and where the heirs reside.
- Assets in Germany and in the United States
- Heirs residing in the United States
- German real estate forming part of the estate
- Wills with an international dimension
- Estate administration and proof of heirship
- Coordination with US advisors
We assess the starting position under German inheritance law, draft wills and lifetime transfers with the international dimension in mind, and take the cross-border side into account from the outset in succession planning. Where the law of a US state is involved, we coordinate with attorneys licensed there; tax questions are resolved together with tax advisors.
International profile
International experience rooted in our own legal training.
The firm’s German-American focus rests on first-hand experience: both attorneys studied at the University of Miami School of Law and have worked in both legal cultures. We handle matters in German and in English.
Darja Hannekum, LL.M. (University of Miami)
Rechtsanwältin & German civil-law notary (Notarin)
Certified Specialist Lawyer for IT Law (Fachanwältin für IT-Recht)
Master of International Law from the University of Miami School of Law; legal traineeship stages in Hamburg and Miami. As a German-qualified attorney, she advises on Trademark & Competition Law and IT & Social Media – fields in which questions with a US dimension arise regularly.
J.-Alexander Bürger
Rechtsanwalt · Attorney at Law (Florida)
Master of Laws (LL.M.) and Juris Doctor (J.D.) from the University of Miami School of Law; admitted in Germany and as an Attorney at Law in the State of Florida. Several years of practice at a US law firm; his work focuses on corporate law and business succession.
Working together
Cross-border counsel. The right local connection.
US law is, to a large extent, the law of the individual states. For questions that require admission or particular expertise in a specific state, we coordinate the work with US attorneys licensed there and with other advisors.
You retain a single point of contact throughout: we prepare the question, obtain the assessment required, place it in context for the German side and bring the results together. We tell you at the outset – not at the end – which parts of a matter are handled by whom.
- German law and the German side of the matter: Hannekum & Partner
- Cross-border structuring, contract drafting and coordination: Hannekum & Partner
- Binding advice under the law of a particular US state: by or together with appropriately licensed US attorneys
- Tax advice: tax advisors and Certified Public Accountants (CPAs)
Questions and answers
Frequently asked questions about German-American legal counsel
Who advises on legal matters between Germany and the United States?
We advise on the German side of a cross-border matter and on the structure of the relationship as a whole. Where a binding assessment under the law of a particular US state is required, it is provided by or together with US attorneys licensed there. Within the firm, this practice is led by Darja Hannekum, LL.M. (University of Miami), and J.-Alexander Bürger, Rechtsanwalt · Attorney at Law (Florida).
Can a German attorney advise on contracts with US companies?
Yes. German-qualified attorneys can, in particular, advise on the German side of a cross-border contractual relationship and assist with drafting and negotiating the contract. Where individual provisions require a binding assessment under the law of a US state, we involve attorneys licensed in that state.
What should be considered in German-US contracts?
Above all, that a translated German contract does not become a workable US contract. The points to be settled include governing law and jurisdiction, liability and indemnification, representations and warranties in place of statutory warranty rights, confidentiality, rights in trademarks and software, and the question of where a decision can ultimately be enforced.
How does a German company set up an entity in the United States?
The first question is whether the planned activity requires a separate entity at all. Structure and location are then determined, the formation documents prepared and the necessary resolutions passed on the German side. The formation itself is governed by the law of the relevant state; we prepare the German side and coordinate the steps on the ground with attorneys licensed there. Tax questions are handled by tax advisors and CPAs.
Which law governs contracts between German and American companies?
In business-to-business dealings, the parties are largely free to choose the governing law themselves. In the absence of a choice of law, the question is decided by conflict-of-laws rules – sometimes with an unexpected result. Governing law and jurisdiction therefore belong in every cross-border contract, and they need to be aligned with each other.
What should be considered when an estate involves both Germany and the United States?
Relevant factors include the last habitual residence of the deceased, the location of the assets and the form of the will. German real estate, assets in the United States and heirs residing there often mean that two legal systems have to be taken into account side by side. We assess the position under German inheritance law and, where required, coordinate with attorneys and advisors in the United States.
Related topics
Further areas of practice
Corporate Law & Contracts
Legal form, articles of association and corporate structures on the German side; contracts drafted and reviewed in English on request.
Inheritance & Estate Planning
Wills, estate administration and succession planning with an international dimension.
Trademark & Competition Law
Protecting trademarks and other distinctive signs across borders.
IT & Social Media
Software, digital business models, and data protection and data transfers to the United States.
Germany · USA
Your matter crosses borders. So does our thinking.
Tell us briefly about your cross-border matter. We will review how we can assist you and which other advisors, if any, should be involved.