Clifford Chance has advised LBS West and LBS Nord and their owners on their merger to form Landesbausparkasse NordWest. The merger creates one of the top five largest building societies in Germany. Serving the states of North Rhine-Westphalia, Lower Saxony, Berlin and Bremen, it will have a potential customer base of more than one third of the German population. The new entity has been trading as LBS NordWest since 1 September 2023. Its shareholders are the savings banks associations for each of those four German states.
The deal took the form of a public law transaction. It was complicated by the fact that the German Transformation Act did not apply and that German public law does not contain any generally applicable provisions covering the merger of public institutions. This meant that the first step was to create a legal basis for the merger, which included an agreement between the states of Lower Saxony and North Rhine-Westphalia and articles of incorporation for LBS NordWest. The Clifford Chance team played a key role in drawing up these documents. The legal forms and ownership structures of the entities involved and the specific nature of the legal basis for the transaction meant that it was crucial to work closely with the finance ministries in Lower Saxony and North Rhine-Westphalia and with the Federal Financial Supervisory Authority and the ECB.
The Clifford Chance team was led by Thomas Voland (Constitutional Law/Public Law, Dusseldorf) and comprised partners Christian Vogel (Dusseldorf) and Frank Scholderer (Frankfurt), senior associates Maria Luisa Köhler and Ribana Piontek, associates Lennart Göbel (all Corporate, Dusseldorf) and Laura-Isabell Dietz (Constitutional Law/Public Law, Dusseldorf), partner Marc Benzler, senior counsel Kerstin Schaepersmann and associate Judith Kiefer (all Financial Regulation, Frankfurt), of counsel Joachim Schütze, senior associate Johannes Lüer and associate Simon Wattenberg (all Antitrust, Dusseldorf), counsel Christopher Fischer and senior associate Ulrike Breidenstein (both Employment, Frankfurt) and partner Stefan Behrens (Tax, Frankfurt).
