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LAWYER FOR STOCK CORPORATION & GROUP IN NUREMBERG AND DRESDEN

The range of advice provided by DR KREUZER RECHTSANWÄLTE in Nuremberg and Dresden includes questions of corporate law in general, as well as stock corporation law and group law in particular, e.g. on the occasion of

  • the formation of a stock corporation (for family-run companies also a "small" AG)
  • support for these companies, inter alia, in connection with amendments to the articles of association, restructuring and annual general meetings
  • corporate succession in the event of a change of generation in family-owned companies
  • advising on related issues of cartel law, capital markets law, compliance or investment law

 

Legal advice for management and supervisory boards

For executive and supervisory boards, our team in Nuremberg and Dresden drafts

  • the necessary rules of procedure and
  • the employment contracts for members of the executive board or supervisory board and
  • advises on the termination of executive board or managerial contracts
  • as well as on other issues relevant to works constitution law

 

When subsidiaries are integrated into the group structure, our lawyers specialising in business law ( business lawyers) recommend regulations for the establishment of a management hierarchy,

e.g.

  • through appropriate domination agreements or
  • the secondment of senior employees of the parent company to the subsidiaries as corporate bodies

 

International law for companies

Our field of activity also includes the international orientation of companies, e.g.

  • the formation of a European public limited company (SE- Societas Europea),
  • the establishment of subsidiaries abroad (foreign subsidiaries) or
  • the agreement of international joint ventures with partners in the world's most important industrial nations.

In these cases, we have access to country-specific know-how directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the required service levels since 1992.

 

Cooperation with tax advisors, auditors, notaries and banks

We negotiate the necessary contracts and agreements with the contracting parties. Where the task requires it, we work together with our cooperation partners, e.g. from the areas of tax consultancy, auditing, notary's office, management consultancy and banks.

LAWYER FOR INHERITANCE LAW IN NUREMBERG AND DRESDEN

Every year, a considerable amount of assets is inherited in Germany. DR KREUZER RECHTSANWÄLTE advises you in Nuremberg and Dresden so that you, as a potential heir as well as testator, know that your assets are in the right hands. After all, our clients should be aware of the possibilities and " pitfalls " involved.

 

Inheritance law problems are, for example

 

  • steadily increasing claims of the tax authorities to inheritance tax
  • claims by spouses, parents and children for their compulsory portion
  • Divorce of marriages, premarital children and the emergence of patchwork families
  • the lack of separation of private assets and business assets
  • the lack of provisions for the protection and settlement of larger estates and estates with a high value
  • the existence of a foreign connection through testators with foreign nationality or assets held abroad.

 

Before the inheritance

our team will be happy to advise you on the structuring options available under the German Civil Code, the German Commercial Code and the German Civil Partnership Act. Special attention should be paid to succession in business assets (sole proprietorship, limited partnership shares, GmbH participations) as well as the possibilities for controlled and staggered transfer of assets during life, so that you have the opportunity to arrange your asset succession in the best possible way.

 

In detail, our team for inheritance law drafts and negotiates for you

  • Wills with instructions on the appointment of heirs, legacies, stipulations, division of property, execution of wills, clarification of binding effect and rights of contestation
  • Inheritance contracts, also with waiver of compulsory portion or waiver of inheritance in return for compensation
  • Drafting of regulations on unworthiness to inherit and withdrawal of compulsory portion
  • Lasting powers of attorney, care orders and patient wills
  • succession clauses under company and corporate law, in order to structure your succession planning in the best possible way.

 

After the inheritance

The lawyers of our law firm advise and represent you with regard to disclaimer or acceptance, enforcement or defence of your inheritance rights through

  • Examining the necessity of disclaimer, rights of contestation and possibilities of limiting liability
  • Appointment of guardians of the estate and control of executors of wills
  • Assertion of rights to the compulsory portion (rights to a compulsory portion) and other claims for information and accounting in the main area of inheritance law
  • Support during the procedure for the granting of a certificate of inheritance (granting of a certificate of inheritance)
  • Determination and settlement of the estate including negotiations with the other co-heirs in handling correspondence with tax offices, notaries, land registers, insurance companies and banks.
  • Advice in the event of a partition auction

 

Out-of-court dispute resolution

On the one hand, we take extrajudicial action in all legal matters to avoid court proceedings by negotiating with co-heirs, executors of wills, tax offices, legal administrators, insurance companies, banks and notaries. On the other hand, we also represent our clients' interests in court proceedings before probate and finance courts as well as the courts of ordinary jurisdiction.

 

International inheritance law

In the case of cross-border estates or testators with foreign nationality, we clarify with our clients

  • the jurisdiction of the German or foreign probate court
  • the determination of the heir according to German or foreign law
  • the determination of the estate as well as the succession to each individual item according to German or foreign law
  • and conduct the correspondence with consulates and foreign probate courts.

 

The respective country-specific know-how is directly available to us through our partners in the ij INTERNATIONAL JURISTS group, in which we have been in charge of determining the required service levels since 1992.

 

Cooperation with banks, insurance companies, notaries, appraisers and estate agents

Where required by the task at hand, we work together with our cooperation partners in Nuremberg and Dresden, e.g. from the fields of banks, insurance companies, notaries, sworn evaluators or inheritance mediators.

 

Lawyer for European Law in Nuremberg and Dresden

Under European law we understand the economic regulations of the EU and their consequences for international economic relationships.

 

We advise for example on the establishment of a company abroad or international economic relationships.

 

If you are a foreign company with a claim against a company in Germany, we can raise a claim and enforce it, also according to foreign law after approval from the European jurisdiction and enforcement agreement.

Lawyer for Corporate and Commercial in Nuremberg and Dresden

The general conditions of public and private Corporate and Commercial Law forms the core of our consulting activity.

 

Our range of advice comprises in particular questions of the form of a contract before the conclusion of a legal relationship.

 

Lawyer for Company Law in Nuremberg and Dresden

The legal framework of GmbH, AG, GbR, OHG, KG, Stille Gesellschaft, KGaA, e.G. associations, foundations, Ltd., SE amongst others form one of the major aspects of our economically orientated legal work.


We support you in the establishment of enterprises and companies. We assist with startups and draft custom made contracts for you.

 

The legal framework of a limited liability company is one of the focuses of our activity as a law firm specialising in commercial law. We are able to you with advice in areas  such as how to design a contract or concerning  liability when the formation of a company or the sale/acquisition of shares is imminent. Furthermore we advise managing directors and are actively involved   when the question of succession in a firm arises.

 

LAWYER FOR INSOLVENCY LAW IN NUREMBERG AND DRESDEN

The insolvency law department of DR KREUZER RECHTSANWÄLTE supports creditors at the Nuremberg and Dresden offices in filing their claims within the frame of the Insolvency Code and also goods suppliers in securing their property against measures of the insolvency administrator or the insolvency court.

Dedicated representation of the interests and clarification of the legal issues of creditors and, in particular, goods suppliers is urgently required due to the regular updates in the Insolvency Code, most recently in 2017.

 

Legal protection of the creditor's interests

For example, creditor interests must be secured in the period between the application for the opening of insolvency proceedings and the decision to open proceedings. Here we act as an insolvency lawyer and review, for example, the order of protective measures of the insolvency court, e.g. according to § 21 InsO (Insolvency Code).

 

Assertion of creditor claims

Often, creditor claims are related to unlawful acts of the debtor. In this case, our team professionally prepares an application for the creditor pursuant to section 174 (2) InsO in order to get the claim out of insolvency pursuant to section 302 no. 1 InsO.

 

Legal advice for debtors in the event of unjustified claims

But also debtors in insolvency are repeatedly called upon by the insolvency administrator to surrender assets without justification.

 

Comprehensive legal advice in insolvency law

We support you in particular with:

  • Contacting the preliminary insolvency administrator in the opening proceedings
  • Advising creditors after rejection of a decision to open insolvency proceedings, in particular pursuing the personal and direct liability of executive bodies of insolvent companies
  • Examination of the enforceability of the asset claims of insolvency creditors against the insolvency estate, in particular filing of claims and support in recourse against functionaries and organs of the insolvency debtor
  • Examination of individual measures of the insolvency administrator in the event of continuation of the insolvency debtor, here, for example, exercise of the insolvency administrator's right of choice pursuant to section 103 InsO (fulfilment or refusal of fulfilment, representation of affected creditors in the event of an insolvency challenge section 129 et seq. InsO)
  • Assertion of rights to separate satisfaction of the insolvency estate
  • As well as debt collection as a debt collection lawyer

 

In the so-called residual debt discharge proceedings, DR KREUZER RECHTSANWÄLTE supports private individuals at the Nuremberg and Dresden offices in safeguarding their interests against a trustee or against decisions of the insolvency court, as many regulations of the Insolvency Code may conflict with areas of law from the German Civil Code, for example when they come into conflict with provisions of inheritance law or company law.

Our team also reviews the insolvency plan for companies in order to preserve the company.

 

Cooperation with tax advisors, auditors, notaries, management consultants and banks

We conduct the necessary discussions with the authorities or your contractual partners and work closely with our cooperation partners, e.g. from the fields of tax consultancy, auditing, notary's office, management consultancy and banks.

 

International insolvency law

If you are planning activities abroad, country-specific know-how is available to you directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the necessary service levels since 1992.

Of course, we also support foreign creditors in insolvency proceedings and insolvency law issues in Germany.

Lawyer for International Law in Nuremberg and Dresden

Our range of advice comprises all important legal questions arising from international economic relations:

 

Formation and legal support of companies at home and abroad, questions concerning personnel in international companies, setup of a distribution network for the domestic and foreign market, contracts for development, delivery and licence, and last but not least debt collection  on a world-wide scale, together with our partners from ij INTERNATIONAL JURISTS.

lawyer for cartel law in nuremberg and dresden

Due to the high risks for companies, it is advisable to have corporate actions carefully reviewed by a specialised lawyer in order to prevent cartel law violations and sometimes avoid high fines and claims for damages. Competition law, which is used for this purpose, can be divided into cartel law and unfair competition law, whereby cartel law is primarily directed against restraints of competition.

 

Cartel law review of your contracts and agreements

DR KREUZER RECHTSANWÄLTE will be pleased to advise you at our offices in Nuremberg and Dresden on the examination of contracts or agreements under cartel law with regard to the following points both under German law (GWB - Act against Restraints of Competition) and under European law (in particular Articles 101 and 102 TFEU):

 

With regard to the prohibition of cartels

  • our lawyers examine agreements and their infringement of restrictions of competition (for example, in the case of information exchange, price arrangements or agreements on territorial division or protection) both between competitors and between supplier and buyer and 
  • examine possible exemptions under block exemption regulations.

 

In connection with the risk of an abuse of a dominant position

  • we assess the scope of application of German or European competition law or cartel law and, on the basis of this, the existence of a dominant - or, under German cartel law, also sufficiently strong - market position and
  • examine the existence of abusive conduct (e.g. boycott) in individual cases.

 

With regard to merger control

  • our lawyers and specialist lawyers for commercial law examine the necessity of a notification of the planned merger in advance of a planned merger of your company in order to avoid an ineffectiveness of the merger,
  • whereby the assessment is made on the basis of the turnover of the merging companies.

 

DR KREUZER RECHTSANWÄLTE - Lawyer for international cartel law

In the case of a matter with an international dimension, a lawyer from our firm as a direct contact person will provide you with the specific know-how via our partners in the ij - INTERNATIONAL JURISTS Group, in which we have been playing a leading role in determining the necessary service levels since 1992.

 

Cooperation with auditors, tax advisors and management consultants

If the task at hand requires it, we work together with our cooperation partners, such as auditors, tax advisors and management consultants, and can form project teams in the shortest possible time.

Lawyer for Credit Law in Nuremberg and Dresden

In the area of credit law we will advise you or your German or internationally operative enterprise in all questions regarding collateral security, according to German and international law. We will also support you with areas of problems such as credit card fraud, online banking and banking confidentiality.

LAWYER FOR MERGERS AND ACQUISITIONS (M&A) IN NUREMBERG AND DRESDEN

The legal framework surrounding the purchase and sale of companies and participations in companies is one of the focal points of DR KREUZER RECHTSANWÄLTE's business law practice in Nuremberg and Dresden.

 

We provide comprehensive support to clients

  • in the acquisition and sale of participation rights or shares in a company (share deal) and
  • in the transfer of the individual assets of the company (asset deal).

 

Drafting contracts in the run-up to a company acquisition or share deal

We advise you here on the conclusion and drafting of

  • confidentiality agreements
  • Letters of Intent and
  • options.

 

Legal support for due diligence

In order to assess the value, the risks as well as the weaknesses of the target company, a detailed impression of the buyer is indispensable. Therefore, our team is at your disposal to carry out the legal, fiscal, financial, economic, technical and personnel examination of the company (due diligence). As a result, we can insist on certain guarantees or warranties in your favour or exclude them.

 

Cooperation with tax advisors, auditors, notaries, management consultants and banks

We conduct the necessary negotiations with your contractual partners and work closely with our cooperation partners, e.g. from the areas of tax consultancy, auditing, notary's office, management consultancy and banks.

 

Drafting of contracts for the acquisition of a company or shares itself

We draft and optimise the contractual provisions of company or share purchase agreements tailored to your specific case. In doing so, we focus in particular on clear agreements with regard to

  • purchase price
  • purchase price adjustment, variable purchase price (earn-out), deduction and calculation of net financial liabilities (debt free / cash free) and
  • purchase price hedging.

 

In the area of liability, we check your claims against the seller due to material defects and defects of title or guarantees or defend against such unjustified claims asserted against you at the expense of the buyer.

 

Examination of consent requirements and registration with the registry court

Together with you, we define the respective legal, contractual or official form and consent requirements and prepare applications for registration at the registry court. In consultation with the notary and the registry court, we ensure timely registration.

 

Legal advice on the forms of company acquisition

Our team will also be happy to advise you on alternative forms of company acquisition, company sale or company shareholding, e.g.

  • accession as a result of a capital increase
  • exchange of shares (share-for-money-deal, share-for-share-deal)
  • mergers and
  • joint ventures.

 

As a law firm additionally specialised in service contract law and labour law, we are also happy to act for you in this area. Transfer of business and its legal consequences as well as questions of occupational pension schemes are often relevant here.

 

Cartel law review of the purchase

Of course, we will also discuss with you the cartel law aspects of your planned transaction and find the best solution for you.

 

M&A International

If you are planning a takeover or sale abroad, the country-specific know-how is available to you directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the necessary service levels since 1992.

 

Enforcement of your claims

In the course of enforcing your claims, we advise you on the appropriate measures, collect claims out of court and, if necessary, also by way of court proceedings, and obtain interim legal protection.

In addition, we will pursue compulsory enforcement on your behalf, including accessing the debtor's assets and realising them for you.

 

 

LAWYER FOR LANDLORD AND TENANT LAW IN NUREMBERG AND DRESDEN

Dr. Kreuzer Rechtsanwälte advises you in Nuremberg and Dresden on questions of tenancy law, both for commercial tenancy and for residential tenancy, e.g. on the occasion of

 

  • the conclusion of a tenancy agreement
  • the monthly rent payment
  • the billing of operating costs
  • the termination of the tenancy.

 

Legal advice for landlords

  • we draft tenancy agreements and handover or takeover protocols for the beginning or termination of a tenancy relationship
  • our team drafts termination declarations for cases of ordinary termination, e.g. if there is a reason for own need, and for extraordinary termination without notice, e.g. if the tenant is in default of payment
  • we draft pleadings to enforce a rent increase
  • we assert the landlord's lien and enforce claims for damages, e.g. in the event of damage to the rented property.
  • we advise you on cases of own need and its enforcement

 

Legal advice for tenants

  • we review tenancy agreements and offer legal advice on the admissibility of individual tenancy agreement clauses, e.g. provisions on passing on the obligation to carry out repairs or cosmetic repairs,
  • we check operating cost accounts for conclusiveness,
  • draft termination declarations for cases of ordinary and extraordinary termination without notice, e.g. if it is unreasonable to continue with the tenancy agreement,
  • we assert a reduction of the rent (rent reduction) in the case of defects of the rented property.

 

Judicial and extrajudicial action

In all cases we take extrajudicial action to avoid court proceedings by negotiating with the contracting party. On the other hand, our lawyers specialising in tenancy law also represent our clients' interests in court proceedings.

 

Lawyer for international tenancy law

In cross-border cases involving tenancy law, DR KREUZER RECHTSANWÄLTE provides country-specific know-how in the drafting of international contracts or the enforcement of claims directly through our partners in our ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the required service levels since 1992.

 

LAWYER FOR LEASE LAW IN NUREMBERG AND DRESDEN

The range of advice provided by DR KREUZER RECHTSANWÄLTE in Nuremberg and Dresden in the field of tenancy law includes dealing with issues, e.g. on the occasion of

 

  • the conclusion of a lease agreement
  • the monthly payment of rent
  • the settlement of operating costs
  • the termination of the lease

 

For lessors

  • we draft lease agreements and handover or takeover protocols for the commencement or termination of a lease relationship
  • we draft termination declarations for cases of ordinary termination and extraordinary termination without notice, e.g. in case of default of payment by the lessee
  • we draft pleadings for the enforcement of a demand for a rent increase
  • we assert the lessor's lien and enforce claims for damages, for example in the event of damage to the leased property.

 

For leaseholders

  • we review lease agreements and advise on the admissibility of individual lease clauses
  • we check operating cost accounts for conclusiveness
  • we draft termination declarations for cases of ordinary and extraordinary termination without notice, e.g. if it is unreasonable to continue with the lease agreement
  • we assert a reduction of the rent in the event of defects in the leased property.

 

Judicial and extrajudicial dispute resolution in leasehold law

In all cases, our team acts extrajudicially to avoid court proceedings by negotiating with the contracting party. On the other hand, we also represent our clients' interests in a legal dispute in court.

 

Cooperation with tax advisors, auditors, notaries, management consultants and banks

In order to draft the necessary contracts or agreements, we conduct negotiations with the contracting parties. Where the task requires it, we work together with our cooperation partners, e.g. from the areas of tax consultancy, auditing, notary's office, management consultancy and banks.

 

International Lease Law

In cases involving foreign countries, we have access to country-specific know-how directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the required service levels since 1992.

 

LAWYER FOR THE LAW OF ASSOCIATIONS AND SOCIETIES IN NUREMBERG AND DRESDEN

Associations are regularly founded as organisations for the promotion of economic, social, cultural or political purposes. Frequently, several associations pursuing the same or similar purposes join together to form an umbrella association on a supra-regional level (association of associations).

 

The range of advice provided by DR KREUZER RECHTSANWÄLTE in Nuremberg and Dresden includes statutory issues such as

  • Entry and withdrawal of members
  • Contributions of members
  • Formation of the board of directors
  • Requirements for amendments to the articles of association
  • Non-profit status and taxes

 

Legal advice on the liability of board members

In the area of liability of board members, our team advises on e.g.

  • Appointment and dismissal of board members and managing directors
  • Personal claims against board members arising from association activities
  • Horizontal and vertical allocation of responsibilities to reduce liability in the area of board and executive management

In our work, our team also pays attention to practical implementation and advises on the remuneration structure of board members and managing directors as well as on the problem of the association's right to sue.

 

Legal advice on insurance issues for association members

Of particular importance in practice for an association is the proper insurance of board members, including the question of D&O insurance (Directors & Officers insurance). Enforcement and interim legal protection are also of particular importance in association law, as short reaction times must be ensured in the event of a dispute.

 

International association law

In the case of associations operating throughout Europe and internationally, DR KREUZER RECHTSANWÄLTE assists in the formation and activities of the association. In the case of cross-border association activities we clarify with clients

  • the jurisdiction of the German and foreign court
  • the application of German or foreign law to the association operating across borders, and
  • liability requirements under German or foreign law.

 

Here we have access to country-specific know-how directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the required service levels since 1992.

Where the task requires it, we work together with our cooperation partners, e.g. from the areas of associations, banks, industrial insurers and market research companies.

LAWYER FOR CONTRACT LAW IN NUREMBERG AND DRESDEN

DR KREUZER RECHTSANWÄLTE will support you in Nuremberg and Dresden in all aspects of drafting contracts and assessing the legal consequences of concluding contracts. In addition, we assist in contract negotiations and draft contracts tailored to your specific case, e.g.

 

  • sales contracts,
  • company purchase agreements,
  • rental and lease agreements,
  • development contracts,
  • supply contracts,
  • service agreements,
  • framework agreements,
  • general terms and conditions,
  • partnership agreements,
  • employment and service contracts,
  • marriage contracts and
  • inheritance contracts.

 

Drafting contracts and conducting negotiations

For the implementation and safeguarding of your goals in the private and business spheres, our team drafts and designs the agreements individually required for this purpose, gladly also directly in other languages, such as English or Italian. From the initial consultation and negotiations to the conclusion of the agreement with your contractual partner, our team is there to advise clients.

We also conduct the necessary negotiations directly with your contractual partners and work closely with our cooperation partners, e.g. from the areas of tax consultancy, auditing, notary's office, management consultancy and banks.

 

International contract law

If the contract you wish to conclude relates to a foreign country, the country-specific know-how is available to you directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the necessary service levels since 1992.

LAWYER FOR CORPORATE RESTRUCTURING IN NUREMBERG AND DRESDEN

The subject of restructuring is the company in crisis, which the entrepreneur wants to overcome through restructuring measures. Because such a crisis may only be noticed when it already exists, high demands are placed on the entrepreneur. A liquidity crisis, for example, only becomes apparent after the banks refuse to grant further credit. When analysing the causes, the entrepreneur then realises that his equity ratio has fallen sharply, e.g. due to an increase in stock financed with borrowed capital. Now it is time to discuss and decide on individual restructuring measures.

 

DR KREUZER RECHTSANWÄLTE's range of advisory services includes contractual issues such as

 

  • Streamlining payment transactions
  • Review of external services
  • Review of purchasing conditions (on the basis of general terms and conditions/ GTC)
  • Reduction of customer credit
  • Sale of non-essential assets

 

As well as oriented to the individual case

  • If necessary, clarification of insolvency law issues (on the course of insolvency proceedings, insolvency administration, the appointment of an insolvency administrator and the preparation of an insolvency plan, as well as information e.g. on the establishment of protective shield proceedings).
  • Advice on related issues in competition law and commercial law.

 

Legal advice on credit law issues

In the area of credit law, our team is available to provide legal advice on reorganisation, inter alia, on questions relating to

  • restructuring of existing loans in the crisis
  • Possibilities for the bank to intervene in the business management of the entrepreneur
  • the bank's duty to provide information

 

In our work, we also pay attention to tactical implementation and go through the individual optimisation options with the entrepreneur using checklists.

 

Reorganisation of internationally active companies

When providing legal advice to internationally active companies, we assist with cross-border corporate restructuring, e.g. optimisation of (foreign) supply contracts, and we clarify with our clients

  • the jurisdiction of German and foreign law
  • the application of German or foreign law to cross-border contracts and legal transactions, as well as
    • the possibility of optimising the price or cost of the contract under foreign law.

 

Here we have access to country-specific know-how directly through our partners in the ij INTERNATIONAL JURISTS group, in which we have played a leading role in determining the necessary service levels since 1992.

 

Supplementary advice on labour law and execution of a compulsory enforcement order

Immediate measures under labour law, e.g. agreements with the works council, are also of particular importance in the practice of corporate restructuring. Compulsory enforcement is also of particular importance in corporate restructuring, as creditors can often obtain security over a property here.

 

Cooperation with banks, insurance companies, tax advisors, management consultants and experts

In corporate restructuring, our restructuring experts work together with cooperation partners, e.g. from the fields of banking, insurance, tax consultancy, management consultancy and sworn experts.

Our team in the Buy & Sell area will be happy to advise you

Make an appointment with us!

 

Nuremberg Office
+49 (0) 911 2022 0
nuernberg@kreuzer.de

Dresden Office
+ 49 (0) 351 31550 0
dresden@kreuzer.de

 

Nuremberg

Dr. Günther Kreuzer

 

Lawyer

Specialist lawyer for employment law

Nuremberg

Dr. Wolfgang Kreuzer, LL.M.

 

Lawyer
Commercial Lawyer (Univ. Bayreuth)
 

Dresden

Dr. Stefan Kreuzer

 

Lawyer

Specialist lawyer for employment law