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.).
In a recent judgment (judgment dated 3.12.2020 – 23 U 5742/19), the Munich Higher Regional Court dealt with the duty of disclosure of the seller of a company with regard to the economic situation of the company to be sold, which is in crisis. General principles for the duty of disclosure in the acquisition of a company can be derived from the decision beyond the specific case.
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.
In our 2019 | Q2 newsletter we had already addressed the planned real estate transfer tax (RETT) reform which is intended to prevent specific share deal transactions. The legislative process has been on hold since then. However, on 7 May 2021, the corresponding bill has been passed by the Bundesrat. The amendments will enter into force on 1 July 2021.
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.
As already announced in 2020, the 16th and 17th Amendment Ordinances to the AWV significantly expanded investment control in both the civilian and military sector, so that in the future considerably more company acquisitions, shareholding acquisitions and so-called asset deals in both the civilian and military sector may be subject to a reporting obligation and an enforcement ban.