What others say

I earned a B.A. in Business Administration with a focus on Finance and Computer Science from The Berlin School of Economics and Law. Currently, I serve as the CEO of Sportsight Ltd. in the UK. 

Alongside our German subsidiary, MonsterTipp GmbH, we supply market-leading publishing houses with comprehensive, ready-to-deploy solutions to enter the fast-growing sports betting sector.

In connection with a successful UK-German Leveraged Management Buy-Out (LMBO), I had the opportunity to work with Dr Odenbach. Mark’s expertise as an international transaction lawyer became evident throughout the process. He was very skilled when it came to drafting international LMBO contracts. Dr Odenbach combined sound legal advice with negotiation and strategic insights, enhancing the overall outcome while managing budget constraints. A key benefit of Mark’s service was the effective collaboration with a high-quality law firm from the South of England but based outside of London (more cost-effective than London lawyers), helping to address the nuances of English law. Drawing from my experience, I would confidently recommend Dr Odenbach for other legal challenges, especially those involving intricate international transactions.

Over a period of two years, Dr Mark Odenbach advised and assisted me and a co-investor in connection with a complicated cross-border real estate investment in Germany.

Mark brought the matter, which could have led to court proceedings in Germany, to a satisfactory end for all parties involved.

Mark handled the legal side of the matter highly professionally. While he was fully aware of the commercial dimension of the investment, he paid attention to all the legal nitty-gritty. In our case, a thorough style was even more important, as a more superficial approach could have prevented us from obtaining safe and undisputable legal title.

In his negotiations with the seller’s legal advisor, Mark was both very persistent and diplomatic. Despite many substantive disagreements, Mark maintained a good working relationship with the other side’s counsel.

Furthermore, Mark advised us on the various legal aspects of renting out German real estate in different ways.

Mark’s excellent language skills and cosmopolitan mindset are essential for a foreign client. Mark is willing to go the extra mile and he was always available and responsive when I needed him.

In addition, he is a personable individual with a good sense of humour.

Mark is an excellent partner for any real estate investor looking to invest in German real estate across national borders.

About Frank van Zelst:
Frank van Zelst is Founder and Director of Parisscarabee Househunters and of Caze Real Estate.
Frank used to be Global (Cross Lines of Services and Tax) Real Estate Leader with PwC PriceWaterhouseCoopers.

I am a start-up entrepreneur. After a successful exit in April 2013, I invested money in various projects for my family and myself for around 2 to 3 years.

I was approached with the idea of investing funds in a real estate development project. It involved the construction of a health center in eastern Germany. It was important to me and my co-investor to secure the capital invested in the best possible way and to achieve a risk-adequate return. Of course, we were aware that a project of this kind is not risk-free. The investment lawyer Dr. Mark Odenbach from Barber Odenbach was then recommended to us for legal support. It was important to us that the lawyer in question understood our investment requirements in detail and provided us with expert support in the legal implementation.

Dr. Odenbach not only advised us on civil law, but also repeatedly focused on the worst-case scenario of insolvency of the project company. Based on his experience as a real estate financing lawyer, he advised us against a participation as a shareholder in our investment approach. Instead, he recommended debt financing secured by first-ranking land charges. In order to avoid problems under banking supervisory law, the debt capital was granted to the project company via a bond. In addition, there were limited maximum guarantees from the developer. Dr. Odenbach drafted all legal documents together with the real estate developer’s lawyers.

As it turned out afterwards, this structure worked extremely well. After a fire on the construction site, we were able to collect the sum insured from the insurance company due to certain legal regulations. That was good, because the value of our security, namely the construction project, was reduced by the fire.

Later, the project company got into payment difficulties and negotiations did not lead us any further. We had to take legal action against the developer under the maximum amount guarantee.

Dr. Odenbach led the case, which was quickly won. Dr. Odenbach used the title to obtain a first-ranking security mortgage on another of the developer’s properties.

With the help of Dr. Odenbach, we were forced to administer and foreclose the land charge on the project property. In the end, we were also successful here and further opportunities arose for other parties involved.

The legal structure that Dr. Odenbach had recommended to us passed the acid test 100%.

In the course of our collaboration with Dr. Odenbach, which spanned several years, there was not a single moment when I had the feeling that we did not have the situation completely under control. Thanks to regular telephone conferences, my co-investor and I were always informed about the current status of the negotiations and were able to evaluate and decide on the next steps.

Dr. Odenbach’s expertise and ability to have options and procedures ready for every situation were indispensable in this project. The success proves his approach right.

Dr. Odenbach successfully represented my position not only in this case, but also in other legally tricky cases involving an investment fund in Cyprus and a company in the UK that did not perform voluntarily.

I am already looking forward to our next collaboration.

I was the Founder and CEO of a globally unique Australian manufacturing business until I retired in 2018.

Around the turn of the century, after we had secured most of our Australian home market, we committed ourselves to finding ready acceptance in other significant global markets and therefore our mission entered its second or internationalisation phase.

With respect to the Northern Hemisphere, the Company selected the UK as its manufacturing base, initial target market and distribution hub whereby market penetration in the UK and the EU was supposed to materialise within a relatively short time span. Once the UK facility was commissioned in 2010, the UK facility started to supply all the Northern Hemisphere markets including Asia and the USA.

Along with entering multiple EU markets, the Company had to identify appropriate legal resources that it could work with on the somewhat unique project. We knew that many cross-border situations were going to arise necessitating multiple legal disciplines as well as languages.

Fortune was on our side when we were referred to Mark Odenbach of Barber Odenbach.

Mark is fluent in German, English and Spanish as well as qualified to practice in both the UK and Germany. Moreover, you could tell that he was used to working on cross-border matters. His own personal expertise, coupled with his knowledge and connections relative to other quality law firms in our target EU markets, made him ideal for managing all the UK/EU legal affairs. Mark helped us with structuring and documenting various cross-jurisdictional distribution arrangements within the EU and he also represented the Company in miscellaneous legal matters.

I was fortunate to have Mark’s dedicated, trustworthy and reliable support for all the required legal matters over a period of some eight years. During that period, I found that he was refreshingly and extraordinarily skilful. Mark was quick to grasp the requirements of our business which were at times quite challenging.

His legal drafting in English was significant. An additional bonus was Mark’s ability to also draft in German and Spanish.

Operating with the time difference between Europe and Australia can also be a major challenge. Because of Mark’s commitment to our business and his readiness to comprehensively communicate by email on short notice, working together with him proved to be very smooth indeed. As a result, the time gap never became an issue while dealing with Mark.

Overall, Mark was truly ‘value for money’ comparing his performance with that of the legal fraternities I worked with over the years.

Banking and financial market media frequently report on financial innovations and innovative deals.

However, the financial press is very rarely interested in the legal aspects of such deals.

The situation was different in 2005 when a renowned major German company – namely the Daimler Group – brought a car loan portfolio of around ¾ billion euros to the capital market via its finance division through a Luxembourg securitization special purpose vehicle (Section 1 (26) of the German Banking Act).

Following this transaction, the Börsenzeitung interviewed Dr. Mark Odenbach. He had advised the car manufacturer on the securitization (ABS transaction) and – together with a team from Baker & McKenzie – was responsible for drafting the contract and prospectus as well as for the listing.

The interview was published on December 14, 2005 under the headline “Interview with Mark Odenbach – ‘We will see a lot of German securitization transactions’ “. A footnote to the interview states: “Dr. Mark Odenbach is a partner at Baker & McKenzie LLP. The questions were asked by Sabine Wadewitz.”

The decisive factor for the interest of the Börsenzeitung was the fact that the German legislator had introduced German special purpose vehicles by way of a legal amendment at the time, but Daimler, as one of the best-known German companies, had nevertheless taken the route via Luxembourg.

The interview was introduced with the following question:

“Mr. Odenbach, you advised DaimlerChrysler Financial Services on setting up a new securitization vehicle. What are the advantages of a vehicle under Luxembourg law?”

Answer from Dr. Odenbach:

“Luxembourg is equally suitable as a platform solution for loan and leasing receivables. In some countries, such as Italy, a local company is required, but the ABS securities can also be issued by the Luxembourg vehicle in this case. Under Luxembourg law, the special purpose vehicle can form any number of compartments, which constitute independent special assets. This is comparable to an Anglo-Saxon trustee, who can hold a number of trusts, or German investment companies, which manage numerous funds. In all three cases, there are economic economies of scale due to the restriction to one legal entity for countless transactions. It is therefore not necessary to set up a new special purpose vehicle for each transaction, which brings cost advantages for a company like DaimlerChrysler with various European subsidiaries. Another significant advantage of Luxembourg is the fact that, by law, most services provided to the Luxembourg vehicle are not subject to VAT.”

Another question posed by the Börsenzeitung was:

“Would you recommend a German vehicle to German banks?”

Answer from Dr. Odenbach:

“The sometimes ridiculed lawyer’s answer “it depends” also applies here. From a purely technical point of view, German banks can securitize their pools via a German special purpose vehicle, a Luxembourg multi-compartment vehicle, a Spanish Fondo de Titulización de Activos, a limited company under Jersey law, etc. As a global law firm, we owe our clients objective advice that is uninfluenced by national interests. Objectively speaking, a German special purpose vehicle has the advantage that you save on a foreign team of lawyers. On the other hand, with a German special purpose vehicle, you forego the Luxembourg multi-compartment solution in particular. The advantages and disadvantages must be carefully weighed up on a case-by-case basis. As far as structures are concerned where the assets in question do not originate from banks, Germany is unfortunately not a viable alternative for trade tax reasons. Here, the German legislator is called upon to improve the framework conditions.”

Background

Around the turn of the millennium, Cambridge graduate Zoe Shaw was General Manager of the London branches of Landesbank Berlin and Bankgesellschaft Berlin.

She developed and led a team of 250 employees who realized structured debt financings and corresponding investments, which caused a sensation in professional circles due to their inventiveness, quality and volumes.

Ms. Shaw invited Dr. Mark Odenbach to take over the German law part of a hybrid collateralized debt obligation (CDO) called Rhea. (A hybrid CDO is a mixture of a synthetic CDO – by means of credit derivatives – and a classic CDO with the value date of capital). Rhea had a volume of around 2.2 billion euros, of which 229 million euros were secured by value-dated capital. The transaction was realized in 2002.

Excerpts from the Preliminary Offering Circular (the “Preliminary Offering Circular”) describing the Transaction can be found here (download).
The excerpts are limited to the following sections of the Preliminary Offering Circular:

• Summary Preamble
• Table of Contents
• Transaction Overview
• Transaction Summary
• Trust Agreement

List of organizations involved in the transaction and its structuring and design.
Note: The organizations involved included the law firm Odenbach Rechtsanwälte (this was the predecessor law firm of Barber Odenbach’s Munich office).

If you would like to receive a full copy of the preliminary offer letter, please contact us using the contact form.

Statement from Zoe Shaw

“With respect to the approx. € 2.2 billion collateralized debt obligation (CDO) distributed by Deutsche Bank and rated AAA by all three rating agencies, Mark Odenbach acted as our German Counsel.

This was a highly complex and innovative transaction which received BaFin (Bundesanstalt für Finanzdienstleistungsaufsicht) approval.”

I found Mark to be knowledgeable, diligent, thoughtful, and hard working. I have no hesitation in recommending him as a German lawyer and legal structurer.