honert advises CERTANIA Group on the acquisition of fiatec Filter & Aerosol Technologie GmbH
honert provided legal advice to the CERTANIA Group on the acquisition of fiatec Filter & Aerosol Technologie GmbH.
Entries by Ester Hahn
honert advised the sellers of BOS DigiTec
honert advised the shareholders of BOS DigiTec GmbH on the sale to Rocket Software Inc.
honert advises AC Industrials on the sale of its stake in MT Technologies GmbH
honert provided comprehensive legal advice to AC Industrials on the sale of its stake in the German automotive parts manufacturer MT Technologies GmbH.
honert advises the UHB Group on the acquisition of Smart-Q GmbH
honert comprehensively advised the UHB Group on the acquisition of Smart-Q GmbH.
honert advises smartbax GmbH on financing round
honert provided comprehensive legal advice to smartbax GmbH within a seed financing round.
EFFECTIVENESS OF MAJORITY RESOLUTIONS IN PARTNERSHIPS
A clause in a partnership agreement of a partnership (Personengesellschaft) which provides for a simple majority of votes for all shareholder resolutions may be interpreted as giving formal legitimation that all matters subject to a resolution by the shareholders are subject to the majority principle (Mehrheitsprinzip). This also includes so-called fundamental transactions (Grundlagengeschäfte) and interventions in the membership rights of shareholders. In principle, this formal legitimation also indicates the material legitimation of a shareholder resolution based on it, unless it is an exercise of majority power against the minority in breach of fiduciary duty.
ESOP TAXATION – GERMAN FEDERAL FISCAL COUT OPENS UP SCOPE FOR THE TAXATION OF STOCK OPTIONS IN CONNECTION WITH A CHANGE OF RESIDENCE
In the “War for Talents”, start-ups often rely on employee stock option plans (ESOPs) to attract motivated and highly qualified employees and retain them in the long term, as salaries are usually not competitive. An ESOP usually runs for several years and the employee’s circumstances can change during this period. Such a change in circumstances is also the cause for the ruling of the German Federal Fiscal Court (BFH) of 21 December 2022, case no. I R 11/20, which deals with the taxation of stock options in the event of a change of residence. This cross-border case provides an opportunity to take a closer look at the general tax treatment of ESOPs and, at the same time, to highlight any potential for tax structuring.
BFH: BEQUEST CONCERNING A DOMESTIC PROPERTY IS NOT SUBJECT TO LIMITED INHERITANCE TAX LIABILITY
In its ruling of 23 November 2022 – II R 37/19, the Federal Fiscal Court (Bundesfinanzhof – BFH) decided in favour of the foreign claimant that – unlike the direct acquisition of a domestic property – the bequest concerning the acquisition of a domestic property is not subject to limited inheritance tax liability.