Letters of comfort are widely used to secure receivables. From the protection provider’s perspective the particular advantage over other means of securing – such as sureties or guarantee bonds – is the flexibility that allows free decisions about the form of fulfillment of the liability duty accepted. In order to avoid that this advantage becomes […]
By passing the law dated 27 June 2017, the tax exemption on restructuring profits was stipulated once again. However, the readjustments will only become effective in case the EU commission signs off on the new legal readjustment with respect to state aid law. The new law is supposed to apply retrospectively to all debt reliefs/restructuring […]
By decision of 29 March 2017 the Federal Constitutional Court (Bundesverfassungsgericht) declared the partial lapse of loss deduction in the case of a detrimental exchange of shareholders in the amount of over 25% to 50% to be unconstitutional in all law versions between 2008 and 2015. The legislator is obliged to revise the law with […]
In the event of disputes about the voidability of shareholders’/partners’ resolutions, the parties are usually interested to clarify such dispute fast and silently without recourse to the ordinary courts. However, the special features of German company law made arbitration agreements/clauses for such disputes difficult, especially for corporations such as a GmbH (limited liability company), but […]
The German Federal Government has enacted stricter rules for the review of foreign investments in Germany with effect as of 18 July 2017. The review criteria remain for the time being whether or not a foreign investment endangers the national security or the public security and order of the Federal Republic of Germany. The interpretation […]
The transparency register is expected to be available online on 27 December 2017 as a new electronic register in addition to existing registers such as the commercial register. The transparency register will contain and make available to third parties information about the “beneficial owner” of legal entities under private law (e.g. GmbH) and registered partnerships […]
There are good news for corporations with tax loss carry-forwards in the case of an exchange of shareholders: after the introduction of § 8d KStG, tax loss carry-forwards already existing can still be used provided that the current business operations of the corporation are continued and the loss carry-forwards are used in these business operations […]
The prevention of the use of international tax arrangements, where in particular divergent tax system are being “played off” against each other (OECD’s BEPS project/G-20), is in the centre of attention of the current and future tax legislation: A shareholder’s personal expenses can no longer be deducted as special business expenses, as long as these […]
From May 2018 the General Data Protection Regulation (GDPR) applies, which standardizes and completely revises the data protection law within the EU. In this process the German data protection law, in particular the Federal Data Protection Act, is automatically superseded. The good news is that the European legislator followed German law in many aspects. The […]
Clearly, cartel damages claims brought by companies against companies are a complex matter which, in almost all cases, requires consultation with external advisers who have acquired experience in handling proceedings of this kind. Practice shows that this effort can pay off. The fact, however, that the non-prosecution of cartel damages claims, too, may involve legal […]