On May 19, 2025, the Berlin Court of Appeal (Kammergericht – KG) issued a decision of practical significance concerning bad leaver clauses in shareholders’ agreements. The court clarified that an indefinite bad leaver clause, under which a dismissal or a termination for cause of the service contract of the managing director results in the complete […]
In July, we already discussed the new ruling by the German Federal Labour Court (BAG) regarding virtual share option rights (ESOP / VSOP). The now published written judgments with full reasoning provide further insight into the landmark decisions from March and warrant renewed analysis. In its reasoning, the BAG emphasizes that virtual share options are […]
In its decision of 9 July 2025 (Az. II B 13/25), the German Federal Fiscal Court (Bundesfinanzhof – BFH) expressed doubts as to whether real estate transfer tax (Grunderwerbsteuer) may be assessed twice if the signing (entering into the purchase agreement) and closing (transfer of ownership of the shares) of an acquisition of shares in a German limited liability company (GmbH) occur at different times and the tax […]