European Court of Justice (ECJ) lays down substantial duties of employers for the recording of working time based on the working time directive
In its judgment of 14 May 2019 (case C-55/18) the ECJ ruled that the working time directive (Directive 2003/88/EC) required every employer to record the working time of employees and obliged each member state to ensure that each employer would set up an objective, reliable and accessible system measuring the duration of time worked each […]
The transfer of all company assets of a GmbH – still subject to the participation of the shareholders’ meeting?
The Federal Court of Justice [BGH] deals in its decision dated 28 January 2019 (file no. II ZR 364/18) with the issue, whether in analogous application of section 179 German Stock Corporation Act [AktG] the transfer of all company assets of a limited liability company [GmbH] within the framework of a sale and purchase agreement […]
Planned real estate transfer tax reform – finally, it’s getting concrete!
In our newsletter 2018 | Q3, we have already addressed the planned Real Estate Transfer Tax (RETT) reform, with which it is intended to “plug loopholes” for structures identified as abusive in the context of a transfer of company shares. The reform’s key points are the lowering of the threshold, the extension of retention periods […]
Provisions in the articles of association on non-competition obligation of shareholders
A non-competition clause for shareholders is intended to prevent the success of the joint company from being jeopardized by competitive activities of one or more shareholders. Since there is no statutory non-competition clause for the limited liability company [GmbH], it is all the more important to take precautions against potential conflicts of interest in the […]
In for a penny, in for a pound! On the default liability of an (interim) acquirer of a GmbH share
The “proportionate default liability of the other shareholders” for uncollectible contribution debts of co-shareholders which was significantly expanded most recently by the German Federal Court of Justice [BGH] has considerably increased their risk of becoming liable beyond the amount of their original capital contribution. Acquirers of limited liability company’s [GmbH] shares should always be aware […]
Shareholders’ resolutions with permanent effect
In its decision dated 24 August 2018 (file no. 4 Wx 4/18), the Cologne Higher Regional Court [OLG] had to deal with the effectiveness of shareholders’ resolutions breaking through the Articles of Association at the limited liability company [GmbH]. The decision is an occasion to shed light on the consequences of shareholder resolutions that have […]