Pre-insolvency consulting that shapes the future.
Every business crisis has its own unique causes and course. Restructuring management therefore requires tailor-made solutions – even at each stage of the crisis.
In some cases, restructuring cannot be achieved without insolvency proceedings. This is always the case when no agreement can be reached with creditors regarding the settlement of their claims.
However, insolvency does not necessarily spell the end for the company and the entrepreneur.
Rather, the new Insolvency Code promotes options for restructuring the company through a planned and structured insolvency procedure. Procedures such as self-administration or the protective shield procedure (Sections 270a and 270b of the Insolvency Code) are fundamentally aimed at achieving a better return for creditors than would be expected, for example, in the event of a break-up.
Preserving the value of the company is always the primary focus. Subject to the court’s approval, the existing management remains in charge and steers the company through the turnaround. TMC supports the preparation and draws up a sustainable, well-founded restructuring plan as an essential component of the insolvency plan.
Our primary goal is to provide you with long-term support throughout the entire restructuring process. If desired, we will assist you in implementing the insolvency plan. In doing so, we are happy to engage in the essential communication with creditors, lenders, insolvency administrators or new investors.
Our services include:
- Drafting and reviewing insolvency plans and pre-packaged plans
- Preparing protective shield and self-administration proceedings
- Certification under Section 270b (1), third sentence InsO
- Restructuring without insolvency using the StaRUG procedure
Different paths, one goal: preserving value and making a fresh start.
In times of corporate crisis, there are various courses of action available. Depending on the situation, we combine them into a clear roadmap, from the initial analysis to the legally sound joint implementation. Our service portfolio includes, among other things:
The protective shield procedure offers the debtor the opportunity to take responsibility for and influence the restructuring of the company.
According to section 270b of the Insolvency Code (InsO), the requirements for this are:
- A substantiated application filed by the debtor
- An application for self-administration
- An application for the setting of a deadline of no more than three months for the submission of a restructuring plan
- The restructuring plan must not be manifestly unviable
We offer our clients comprehensive support at every stage of the process. This includes preparing and drafting applications and the restructuring plan, as well as assisting management with the implementation of the restructuring within the proceedings and with the selection of the appropriate administrator.
If desired or necessary, we can assume responsibility as a corporate body or CRO, for example to build trust among stakeholders and mitigate risks for management.
The purpose of self-administration is to facilitate the restructuring of the company.
Upon the opening of insolvency proceedings, the fundamental power of disposal, as well as the responsibility and control for the restructuring, do not pass to the insolvency administrator but remain with the company’s management (section 270(1), first sentence, of the Insolvency Code).
The restructuring, including the administration and disposal of the insolvency estate, is the responsibility of the debtor under the supervision of an administrator.
Self-administration is only an option if ordering it does not result in any detriment to creditors. Certain conditions must be met here, which we assess and prepare for our clients accordingly. These include, amongst other things:
- Demonstrating the facts that ensure no detriment to creditors
- Outlining the economic benefits of self-administration for creditors
- Assistance in drafting the application for self-administration
- Self-administration requires not only determination to implement the restructuring measures, but also sound business and legal knowledge. In this regard, TMC supports the ‘self-administering managing director’ as well as the administrator.
TMC’s service modules for self-administration:
- Assessment of the ability to self-administer
- Development of business concepts and measures
- Support with the application process and communication with the court
- Support for the self-administering managing director
The insolvency plan offers the opportunity to structure the insolvency proceedings with a view to preserving the operational business.
The insolvency plan represents an alternative to standard insolvency proceedings, whether as part of an out-of-court restructuring or within formal proceedings. The aim is to resolve the insolvency case outside the strict liquidation rules of the Insolvency Code, which usually also results in better satisfaction for creditors.
The pre-packaged plan is drawn up before the application is filed and is pre-negotiated or agreed with the creditors. It is submitted to the court when the insolvency application is filed. Once approved, the planned measures can be implemented immediately, thereby significantly speeding up the insolvency plan proceedings. An advantage of the pre-packaged plan is the transparency for creditors and the shareholders’ participation in the success of the restructuring.
TMC reviews and drafts insolvency and pre-packaged plans. Thanks to the large number of projects we have completed with companies facing insolvency, we can draw on a wealth of expertise and respond quickly to unforeseen circumstances. We support you with the following services:
- Preparation of the necessary planning calculations (e.g. integrated going concern planning or comparative planning calculations)
- Comprehensive drafting of the descriptive section of the insolvency plan (Section 220 InsO)
- Business analysis of insolvency and pre-packaged plans
- Business review and validation of submitted insolvency plans for the insolvency administrator
TMC prepares and reviews standard insolvency plans and pre-packaged variants. In doing so, we adhere to the recognised standard (IDW S 2).
In doing so, we also undertake the following tasks:
- Integrated planning and comparative calculations
- Preparation of the descriptive section in accordance with Section 220 InsO
- Communication with stakeholders & creditor management
This transforms insolvency into a tool for a controlled fresh start, even in the face of impending over-indebtedness.
Furthermore, the company’s viability must be assessed as positive. The certificate pursuant to section 270b(1), sentence 3 of the Insolvency Code (InsO) is a prerequisite for entry into the protective shield proceedings. We meet the necessary requirements to issue the certificate in accordance with the IDW standard (certificate pursuant to section 270b InsO, IDW S 9).
TMC’s services include:
- Issuing of the certificate in accordance with IDW S 9
- Support during discussions with all stakeholders, such as lenders, trustees and courts
- Acting as CRO / interim body to relieve the burden on management
We analyse the current situation and provide clarity on liquidity, prospects for continued operation and available options, whilst assessing the stage of the crisis, the feasibility of restructuring and the obligation to file for insolvency.
If the situation is unavoidable and no other restructuring measures are feasible or permissible, we assist the company and its management in submitting the correct application (in the event of imminent or actual insolvency/over-indebtedness) in order to avoid allegations of delayed insolvency and minimise liability risks.
You can find out more about our services in standard insolvency proceedings under turnaround consulting.
The StaRUG (Stabilisation and Restructuring Framework for Companies Act) offers companies a legally protected restructuring framework outside of insolvency proceedings.
With the necessary lead time, a company can find restructuring solutions for its liabilities with creditors under court supervision, without the stigma of insolvency proceedings that remains prevalent. The company agrees on a restructuring plan with the affected creditors, which can be implemented with a clear majority in the respective creditor groups.
However, StaRug cannot be used by all companies – depending on the stage of the crisis. For example, the company must not yet be insolvent.
A key prerequisite is that a viable business model can be defined for the company undergoing restructuring as part of a restructuring plan. TMC ensures that the legal framework is translated into a feasible restructuring path.
Our services under the StaRUG:
- Assessment of the current situation, evaluation of the prospects of success and development of a tailor-made restructuring strategy
- Assessment of whether the StaRUG is the appropriate restructuring route
- Structuring and drafting of the restructuring plan and the necessary measures
- Drafting of an integrated plan and robust decision-making basis
- Negotiations with creditors and other stakeholders
- Support throughout the proceedings under the judicial restructuring framework
- Implementation of the agreed measures
- If desired or necessary, assumption of operational responsibility, including as CRO
The aim is to maintain the company’s ability to act and to actively shape the restructuring process under the StaRUG, to financially restructure the company and to regain trust.
Joseph-von-Fraunhofer-Str. 29
44227 Dortmund
T +49 231 97 51 82 0 F +49 231 97 51 82 20
Andreas Knaup Managing Partner / Managing Director
Steffen Leininger Partner
Parwis Masomi Partner
Christoph-Probst-Weg 4
20251 Hamburg
T +49 40 30 37 51 95 F +49 40 30 37 71 75
Jan Behler Partner
Königsallee 63–65
40215 Düsseldorf
T +49 211 28 07 99 41 F +49 211 28 04 59 73
Parwis Masomi Partner
Jan Behler Partner