Act on mitigating the effects of the COVID-19 pandemic – changes in insolvency and corporate law
Insolvent, but (for the time being) no obligation to file for insolvency! This is the heart of the insolvency law related legislative measures which have been adopted last week in a rush to secure the existence of German Companies. However, also a number of other insolvency law provisions have been suspended or relaxed so as […]
Caution: insolvency contestability in the case of deferring claims from exchange agreements in intra-group relations
In a recently published judgment (default judgment of 11 July 2019 – case no. IX ZR 210/19), the Insolvency Senate of the Federal Court of Justice [Bundesgerichtshof – BGH] affirmed that the practice of deferring claims arising from intra-group exchange contracts, which is quite common in many groups, is contestable under insolvency law – which, […]
Not without my daughter! On the design of succession clauses in company agreements (of partnerships)
In its decision of 24 January 2019 the Vienna Supreme Court [Oberster Gerichtshof – OGH] determined for the first time that so-called gender clauses in the company agreements of commercial partnerships are unethical and thus void because they violate the principle of equality guaranteed under constitutional law. The decision issued under Austrian law is considered […]
Basic principles of defective employment relationship applicable to an employment contract of a managing director of a GmbH
Our last newsletter (edition 2019|Q3) had already addressed two Supreme Court decisions concerning the employment of an externally hired managing director of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH]. This article supplements the thematic complex, because in its ruling of 20 August 2019 (case no. II ZR 121/16), the Federal Court of […]
Draft bill on corporate liability law – the criminal code for entrepreneurs?
The Federal Ministry of Justice and Consumer Protection presented under the name “Corporate Liability Law [Verbandssanktionengesetz]” the draft bill on combating corporate crime. If the Grand Coalition implements this draft in its planned form in the legislative process, practice will face far-reaching challenges. It is therefore advisable to already familiarize with the planned changes.
German corporate governance codex 2019 – an overview of the most important changes
In May 2019, the Government Commission had already adopted a new version of the German Corporate Governance Codex (hereinafter “Codex 2019”). However, the Codex 2019 has not yet entered into force because the Government Commission initially wanted to wait for the ARUG II (Act Implementing the Second Shareholders’ Rights Directive [Gesetz zur Umsetzung der zweiten […]
Useful regulations in an entrepreneur’s last will
Securing the preservation of the company, maintaining family peace and protecting the economic hedging of all family members – in order to achieve these goals, an entrepreneur should deal with succession plans at an early stage and should not rely on the statutory provisions on succession. When drafting the articles of association and then also […]
Federal government adopts draft bill on implementation of second EU shareholders’ rights directive (ARUG II)
On 20 March 2019, the Federal Ministry of Justice and Consumer Protection [Bundesministerium der Justiz und für Verbraucherschutz – BMJV] submitted a draft bill on ARUG II, the legislative act implementing the Second EU Shareholders’ Rights Directive. Compared to the initial draft bill published last autumn, some considerable changes have been incorporated.
Latest news on exit taxation: immediate taxation of business shares upon transfer of domicile to Switzerland disproportionate according to ECJ
In spring 2019, the European Court of Justice (ECJ) decided that in certain constellations a deferral of payment of the tax payable in the event of a transfer of domicile (section 6 German Foreign Transaction Tax Act [Außensteuergesetz – AStG]) must also be granted when relocating to Switzerland, i.e. also in relation to a third […]
Protecting secrets while remaining innovative – how the German Trade Secrets Act influences a company’s everyday life
The German Trade Secrets Act has come into effect on April 26, 2019. It was intended as a facilitation of law enforcement in Europe, but now it leads to vast bureaucracy. Companies need to figure out technical and organizational measures to protect their own data. In this article, we will illuminate what this means for […]