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Finding solutions at various shareholder levels Various corporate and shareholder interests commonly result in conflicting goals, which result in shareholder resistence during the restructuring process. As a result, handing crises successfully commonly requires finding constructive and pragmatic solutions - also for relevant problems and levels of shareholders. This is particularly applicable if: Restructuring metrics are tied to shareholder approval (power of veto) Decision making ability and shareholder professionalism are under question Restructuring suceess from the allocation of fresh money and improvement of the equity ratio depends on the increase of capital Business changes resulting from (partial) sale of portion of the company is deemed mandatory for further loan approval For Dr. Wieselhuber & Partner, organizing business levels is an integral part of restructuring management. In practice, the following various organization options have proven valuable: 1. Trust concepts Trust concepts allow for the temporary transfer of voting rights - and with each respective organization also the physical transfer of business shares to a neutral third-party possessing restructuring experience (trustee). In particular, it is important to distinguish amongst doubly used trust, sales trustee, security trustee and fudiciary trustee. In practice, trust concepts are commonly viewed as a controversial subject; however, our experience demonstrates that trusts are an effective instrument for restructuring for regulating specialized problems regarding various levels of shareholders, or rather at the interface between shareholders and businesses. There are a variety of ways to organize a business from an economic and legal standpoint. In our opinion, the folllowing constitute possible selections: Pooling of business shareholders Securing shareholder contributions and restructuring goals (in the case of requirements) Protecting the rights of creditors and von Gläubigerrechten und guaranteeing collateral retains its value (e.g. business shares) Corporate sales and debt write-offs (two way use of trusts with security agreement) 2. "Restructuring Propriety Concept" As an alternative to the classical trustee model, we worked together with a leading Gerrman law firm to develop the so called "proprietary restructuring." For this purpose, it is typical to depend on the English "tustee" model one which is termless and able to be sold to a third party immediately (restructuring propriety) according to the current rate and market value as well as the subsequent corporaate restructuring in the new "business attire." Trustworthiness with respect to crisis and restructuring, satisfactory restructuring experience, confidence in all involved parties as well as in the capacity and and desire to act even in situations close to bankruptcy are among the uncomprimisable requirements of this organization option. The Restructuring Propriety Concept does not only present potential risks for its participants, but rather above all else offer vast opportunities to generate earnings Our expertise: Analyzing starting qualifications Design options Concrete organization of the acquisition of shares and contract requirements

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