On 29 March 2019 the United Kingdom’s membership in the EU will expire. As a result, companies under the legal form of a Ltd. with administrative headquarters in Germany will lose their freedom of establishment and will no longer be recognized as legal entity in Germany. This could, however, be subject to a transition period according to the new “EU withdrawal agreement”. The German Federal Government as well as the German Federal Ministry of Finance respond to this by proposing two new laws which are supposed to ease the transition into a new legal form for affected Ltd.s´.
In its decision of 20 July 2018, the Fourth Senate of the Düsseldorf Higher Regional Court [OLG] ruled as follows: D&O insurance does not cover payments made by a managing director after the company has reached insolvency maturity and for which he is held liable under section 64 German Law on Limited Liability Companies [GmbHG]. The following article shows the consequences of this judgement.
As soon as two parties are domiciled in different countries, the contract should contain terms on applicable law and jurisdiction. Using the example of company acquisitions, the following article examines the risks arising from the absence of such contract terms and outlines what needs to be taken into account when drawing up such agreements.
If a GmbH [limited liability company] share is to be redeemed against the will of the person concerned, it is necessary to set an important course already in statutes but also while drawing up a redemption resolution. The BGH [Federal Court of Justice] has found in its decision of 26 June 2018 the nullity of a redemption resolution of 26 June 2000 – the findings made are of considerable importance for the consulting practice beyond the individual case.
On 8 June 2016, the European Union adopted the Directive on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure (the “Privacy Directive”). Even though the implementation of German legislation has not yet been completed, there are already indications of what companies will have to take into account in the future to protect business information.
Following the extension of the scope of the review of foreign investments in Germany in July 2017, the German Federal Cabinet [Bundeskabinett] has resolved on another tightening of the scope of investment reviews on December 19, 2018. In addition, an EU-wide legislative procedure in this field is about to be finalized.