Warranty & Indemnity insurances (W&I) play an increasingly higher role in company sales. The parties to an M&A transaction should familiarize with the fundamental operating principle of this “tool”. This is particularly essential, because meanwhile many sellers require a W&I insurance as a precondition in order to receive a bid during a bidding process.
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 […]