Allocation of responsibilities within the GmbH management
The managing directors of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH] may in principle carry out an allocation of responsibilities and duties among each other. The Federal Court of Justice [BGH] recently substantiated in a judgment of 6 November 2018 (file no. II ZR 11/17) the requirements for an admissibility of such […]
Hopeful start of loss deduction for corporations
By resolution of 29 March 2017 the Federal Constitutional Court [Bundesverfassungsgericht – BVerfG] decided that the proportionate forfeiture of tax losses pursuant to section 8c para. 1 sentence 1 German Corporation Tax Act [Körperschaftsteuergesetz – KStG] old version is unconstitutional and called on the legislator to pass new regulations by 31 December 2018 which should […]
No aid character of tax benefits under Section 6a RETTA
Finally, the European Court of Justice (ECJ) clarified the situation with its judgment of 19 December 2018 on the “group clause” relating to real estate transfer tax: the tax relief pursuant to section 6a German Real Estate Transfer Tax Act (RETTA) is not an illicit aid within the meaning of Art. 107 TFEU, since this […]
No expiration of leave entitlements without correct prior instruction by the employer – Federal Labor Court implements guidelines by the European Court of Justice into German holiday law
In its judgment of 19 February 2019 (file no. 9 AZR 541/15) the Federal Labor Court [Bundesarbeitsgericht – BAG] ruled that an employee’s entitlement to paid annual leave shall as a rule only expire at the end of a calender year if the employer did not previously instruct the employer about the concrete leave entitlement […]
Warranty for defects and frustration of contract in a company purchase – exclusion of Section 313 BGB from SPAs required?
Share Purchase Agreements (SPA) usually contain a – negotiated in detail, more or less extensive – catalog of guarantee declarations of the seller in connection with agreements on the legal consequences in the event of an incorrectness of a guarantee declaration. The statutory liability of the seller which generally exists in addition is usually excluded […]
Prohibition of execution and gun-jumping in M&A transactions – risks of sanctions under antitrust law
In the recent past, decisions of the EU Commission as well as the European Court of Justice (ECJ) pertaining to so-called gun-jumpings (pre-merger coordination) within M&A transactions drew attention, in particular at European level. Especially with respect to the record fine imposed by the EU Commission these decision deserve special attention. On the other hand, […]