The Covid-19 pandemic makes physical meetings difficult due to travel restrictions and contact bans. These often also hinder the holding of shareholders’ meetings of limited liability companies. For this reason, the German legislator has temporarily facilitated the adoption of resolutions, according to which these are no longer (as the law actually provides) only possible with the consent of all shareholders outside of shareholders’ meetings. The Regional Court of Stuttgart has now ruled that this facilitation does not modify existing, possibly restrictive, provisions of the Articles of Association on the adoption of resolutions by written procedure and thus clearly limits the scope of application of the statutory provisions. This ruling has far-reaching consequences for practice. The article first introduces the problem (I.), then discusses the ruling of the Regional Court of Stuttgart (II.) and finally gives an assessment and an outlook on the consequences for the practice (III.).

On 11 June 2021, the Bundestag passed the Act on Corporate Due Diligence in Supply Chains (short Supply Chain Act. On 25 June 2021, the Bundesrat approved the Act. The aim of this is to strengthen compliance with human rights by the companies forming a supply chain. The following article presents the main features of the Supply Chain Act and provides an overview of future obligations for affected companies.

The Act to Modernize Corporate Income Tax Law is intended to eliminate the differences that currently exist in the taxation of partnerships and corporations. A central component of the bill is the introduction of a so-called option model (also known as “check-the-box” election), which in the future is to open up the possibility for commercial partnerships to be treated like a corporation for income tax purposes upon application. This newsletter article outlines the key points of the planned option model and also contains an initial assessment of the constellations in which the change of taxation system may be advantageous.