LOSS OF SHAREHOLDER LOANS – TAX-RELEVANT OR NOT?
The tax recognition of losses from shareholder loans has significantly changed over the past few years. While the Federal Court of Finance [Bundesfinanzhof – BFH] initially assumed that such losses could be partially deducted as subsequent acquisition costs if certain conditions were met, it allowed full deduction from capital income in 2017 with two judgments. […]
German corporate governance codex 2019 – an overview of the most important changes
In May 2019, the Government Commission had already adopted a new version of the German Corporate Governance Codex (hereinafter “Codex 2019”). However, the Codex 2019 has not yet entered into force because the Government Commission initially wanted to wait for the ARUG II (Act Implementing the Second Shareholders’ Rights Directive [Gesetz zur Umsetzung der zweiten […]
Basic principles of defective employment relationship applicable to an employment contract of a managing director of a GmbH
Our last newsletter (edition 2019|Q3) had already addressed two Supreme Court decisions concerning the employment of an externally hired managing director of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH]. This article supplements the thematic complex, because in its ruling of 20 August 2019 (case no. II ZR 121/16), the Federal Court of […]
Not without my daughter! On the design of succession clauses in company agreements (of partnerships)
In its decision of 24 January 2019 the Vienna Supreme Court [Oberster Gerichtshof – OGH] determined for the first time that so-called gender clauses in the company agreements of commercial partnerships are unethical and thus void because they violate the principle of equality guaranteed under constitutional law. The decision issued under Austrian law is considered […]
Draft bill on corporate liability law – the criminal code for entrepreneurs?
The Federal Ministry of Justice and Consumer Protection presented under the name “Corporate Liability Law [Verbandssanktionengesetz]” the draft bill on combating corporate crime. If the Grand Coalition implements this draft in its planned form in the legislative process, practice will face far-reaching challenges. It is therefore advisable to already familiarize with the planned changes.
Caution: insolvency contestability in the case of deferring claims from exchange agreements in intra-group relations
In a recently published judgment (default judgment of 11 July 2019 – case no. IX ZR 210/19), the Insolvency Senate of the Federal Court of Justice [Bundesgerichtshof – BGH] affirmed that the practice of deferring claims arising from intra-group exchange contracts, which is quite common in many groups, is contestable under insolvency law – which, […]