Entries by Ester Hahn

CHANGES IN THE LAW ON SALES AND NEW RULES FOR CONTRACTS FOR DIGITAL PRODUCTS

In order to cope with the ongoing digitization and networking of the economy and society, the European Union wants to create the legal framework for a common digital single market. The Sale of Goods Directive and the Digital Content Directive are intended to contribute to this. Both directives were implemented in German law with effect from 1 January 2022. The result are, in particular, changes to the law on the sale of goods and newly created regulations for the purchase of digital products.

SCOPE OF THE NEGATIVE LEGITIMATION EFFECT OF THE LIST OF SHAREHOLDERS OF A GMBH

In a more recent decision, the Federal Court of Justice (ruling of 26. January 2021, case no. II ZR 391/18) has once again dealt with the so-called negative legitimation effect of the list of shareholders pursuant to sec. 16 para. 1 sentence 1 GmbHG within a short period of time. According to this, only the person who is entered as a shareholder in the list of shareholders included in the commercial register is deemed to be a shareholder vis-à-vis the GmbH. An exception applies to cases involving the exclusion of the shareholder from the company.

BFH COMMENTS AGAIN ON THE TAXATION OF MANAGEMENT PARTICIPATION PROGRAMS

As attractive as management participation programs may be as a financial incentive to increase the willingness of executives to provide high performance, a certain dissatisfaction quickly arises due to the uncertain tax consequences. This is because it is often difficult to give a legally sound answer due to difficulties in the qualification of income. The question is whether subsequent income from the sale of the shares constitutes fully taxable income from employment or income from capital investment. In two further decisions, the Federal Fiscal Court (Bundesfinanzhof – BFH) confirms its legal opinion and for the first time also comments on so-called sweet equity structures.