Fieldfisher

Corporate I Commercial

Sara Bandehzadeh, LL.M. (San Francisco) is a partner in Fieldfisher's Hamburg office and advise on all aspects of Corporate and Commercial Law, with a focus on Commercial and Distribution Law in recent years.

She supports national and international companies with a focus on drafting distribution agreements, advising on cross-border distribution structures and the judicial and extrajudicial enforcement of and defence against claims for damages and compensation in connection with distribution agreements. In close cooperation with our Competition Law team, she advises companies on structuring their distribution systems in compliance with Antitrust Law. Her range of advice also includes the drafting and negotiation of commercial agency, reseller and other distribution agreements as well as complex purchase, framework supply contracts, MSAs and cooperation agreements. In addition, she regularly supports her clients in the drafting and review of general terms and conditions and conflict of laws issues.

Another focus of her work is advising on compliance with ESG requirements, in particular with regard to the German Supply Chain Due Diligence Act (LkSG) and the forthcoming Corporate Sustainability Due Diligence Directive (CSDDD). She supports companies in implementing the necessary measures and drafting contracts to ensure their compliance and sustainability obligations. Together with her team, she also advises on product compliance, in particular with regard to product safety, labelling obligations and the constantly growing regulatory requirements. A particular focus here is on the requirements of the circular economy and sustainable product design, which are becoming increasingly important in the context of ESG requirements; the aim here is to implement the requirements efficiently and minimise potential liability risks.

Having also worked as a lawyer in Corporate Law and M&A for many years, Sara Bandehzadeh has in-depth expertise in Corporate Law, which significantly complements her current advisory work in Distribution Law and Contract Law. In particular, she has valuable experience in advising on intra-group restructuring measures, such as tax-motivated reorganisations or restructurings to simplify corporate structures. This includes, in particular, mergers, changes of legal form and demergers, including cross-border mergers, which we implement efficiently in close co-operation with our European offices. Finally, her field of activity also includes ongoing Corporate Law support - especially when entering the German market (choice of legal form, company formation, corporate housekeeping) - and the administration and management of contracts.

She is mentioned in the JUVE Handbook of Commercial Law Firms as a frequently recommended lawyer for the area of distribution systems.

She has published articles on Corporate and Commercial Law topics in various journals, e.g.:

• The exclusion of Sections 445a, 445b BGB in purely entrepreneurial supply chains under GTC law (with Anke Röschenkemper), Betriebs-Berater 2018, p. 1738 et seq.

• Mergers involving public limited companies: Appointment of a trustee in the case of uncertificated shares - Der Betrieb 2007, page 1514

• On the Admissibility of Commercial Register Powers of Attorney in Commercial Partnerships - Der Betrieb 2003, page 1663 f.

• The subsequent relocation of the actual registered office of a GmbH - NZG 2002, page 803 f.

Prior to joining Fieldfisher, she worked as a Corporate lawyer in an international Commercial law firm, where she advised primarily on M&A, Corporate Restructuring and Shareholder Disputes.

Her subsequent work for several years as Legal Counsel for a globally active Hamburg-based group of companies in the Trade and Shipping sector helped her to see things from the client's point of view in my legal work.

She advises her clients in German and English.