In its ruling of 23 April 2024 (II ZR 99/22), the BGH ruled that a clause can be effectively included in the employment contract of a GmbH managing director according to which the managing director retroactively loses his claims to compensation for non-competition in the event of a breach of a post-contractual non-competition clause. This […]
If shareholders of a GmbH (limited liability company) violate the allocation of powers set out in the articles of association and a voting agreement under the law of obligations with non-shareholders when passing a resolution on the dismissal of the managing director, this does not generally result in this resolution being null and void or […]
In its ruling of 5 June 2024, the BFH decided that a bonus is not deemed to have been paid to the controlling shareholder-managing director (Gesellschafter-Geschäftsführer) if the company has not reported a bonus liability in the adopted annual financial statements. In this case, there is no due date, which in turn is a prerequisite […]
In the opinion of the BMF, remote working by employees does not regularly lead to the establishment of a permanent establishment. This is due to the fact that there is generally no power of disposal for tax purposes. However, as the tax authorities do not exclude remote working as a permanent establishment in every case, […]
honert advised the CERTANIA Group on the acquisition of Institut Dr. Nuss.
honert advised the CERTANIA Group on the acquisition of Alphalytik Pharmaservice GmbH.
A team from honert led by Dr. Jan-Christian Heins and Julian Bahnsen advised Zive GmbH on its EUR 2.9m pre-seed financing round.
The much-discussed and long-awaited Growth Opportunities Act came into force on March 28, 2024. This law is intended to strengthen Germany as a business location by creating various tax incentives for investment. The law is also intended to simplify taxes and increase tax fairness. Some changes that were planned in the legislative process were not implemented due to criticism from the Bundesrat. Nevertheless, the Growth Opportunities Act brings changes in almost all areas of tax law.
If there is a dispute about the validity of the dismissal of a managing director of a GmbH, an interim injunction can be issued prohibiting him from performing his duties and from acting as a member of the management board. In addition to the dismissed managing director, the company, represented by a representative appointed by the shareholders, is generally a party to such injunction proceedings. In a recent decision (judgment of 25.05.2023 – 23 W 354/23e), the Munich Higher Regional Court (OLG Munich) addressed the question of whether and under what conditions interim legal protection can be obtained by the other shareholder by way of a so-called actio pro socio and thus also regardless of the majority situation in the company when a shareholder managing director in a two-person GmbH is dismissed.