RESPONSIBILITIES AND LEGAL REMEDIES IN A BIPARTITE LIMITED LIABILITY COMPANY
If a shareholder wishes to enforce claims for damages against a non-shareholder managing director of the company, they must, in principle, choose the route via the company.
Entries by Daniel Nocentini
TERMINATION OF MANAGING DIRECTOR SERVICE AGREEMENTS
There has long been a divergence in case law between the German Federal Court of Justice (Bundesgerichtshof, BGH) and the German Federal Labour Court (Bundesarbeitsgericht, BAG) regarding which notice periods apply when terminating a managing director service agreement. In its judgment of 5 November 2024 (II ZR 35/23), the BGH reaffirmed its legal position on […]
NON-DEDUCTIBILITY OF TAX ADVISORY FEES IN CONNECTION WITH THE CALCULATION OF THE CAPITAL GAIN FROM A DISPOSAL OF SHARES
In its ruling of 9 September 2025 (ref. IX R 12/24), the German Federal Fiscal Court (Bundesfinanzhof, BFH) ruled that tax advisory fees incurred while preparing the tax return in connection with calculating the capital gain from the disposal of a shareholding, do not constitute deductible disposal costs as defined by Section 17 para. 2 […]
DIGITALISATION OF REGISTERED MAIL CALLS PRIMA FACIE EVIDENCE INTO QUESTION
The current registered mail process (“Einwurf-Einschreiben”) of Deutsche Post, which is based on digital tracking, no longer provides prima facie evidence (Anscheinsbeweis) of receipt by the addressee. This marks a change from the previously used “peel-off label” system, which offered physical proof of delivery. According to the Hamburg Regional Labour Court (LAG Hamburg, judgment of […]
GIFT TAX ON DISPROPORTIONATE CONTRIBUTIONS TO PARTNERSHIPS
It is not uncommon, especially in family-owned partnerships, for only one partner to make a contribution to the partnership without receiving any consideration in return. In practice, it should not be overlooked that such disproportionate contributions (disquotale Einlagen) may be deemed a gift to the other partners. This article provides an overview of the potential […]
LIMITS ON INDEFINITE BAD-LEAVER CLAUSES IN SHAREHOLDERS’ AGREEMENTS
On May 19, 2025, the Berlin Court of Appeal (Kammergericht – KG) issued a decision of practical significance concerning bad leaver clauses in shareholders’ agreements. The court clarified that an indefinite bad leaver clause, under which a dismissal or a termination for cause of the service contract of the managing director results in the complete […]
VESTING CLAUSES IN EMPLOYEE PARTICIPATION PROGRAMS PUT TO THE TEST – A FOLLOW-UP
In July, we already discussed the new ruling by the German Federal Labour Court (BAG) regarding virtual share option rights (ESOP / VSOP). The now published written judgments with full reasoning provide further insight into the landmark decisions from March and warrant renewed analysis. In its reasoning, the BAG emphasizes that virtual share options are […]
REAL ESTATE TRANSFER TAX IN CASES WHERE SIGNING AND CLOSING OCCUR AT DIFFERENT TIMES
In its decision of 9 July 2025 (Az. II B 13/25), the German Federal Fiscal Court (Bundesfinanzhof – BFH) expressed doubts as to whether real estate transfer tax (Grunderwerbsteuer) may be assessed twice if the signing (entering into the purchase agreement) and closing (transfer of ownership of the shares) of an acquisition of shares in a German limited liability company (GmbH) occur at different times and the tax […]