A new legal form for Europe: An overview of the EU Inc. proposal
On March 18, the European Commission presented a draft regulation for the EU Inc. This is a new European corporate entity that will coexist alongside existing legal forms such as the German GmbH or the French SAS, without replacing them. The formation process is intended to be fully digital, completed within 48 hours, and cost […]
Limits on indefinite bad-leaver clauses in shareholders’ agreements
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 […]
Vesting clauses in employee participation programs put to the test – a follow-up
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 […]
Submission of a closing balance sheet in the event of conversions and its (tax) retroactive effect – an overview
The closing balance sheet of the transferring legal entity to be attached to the notification of a conversion with the commercial register can also be submitted at a later date, provided this is done promptly after the notification. This applies regardless of whether the subsequently submitted closing balance sheet had already been prepared at the […]
A managing director’s declaration on company letterhead is considered an action of the limited liability company
Anyone acting as a GmbH managing director on behalf of their company must ensure that it is clear to the contractual partner that they are not acting in their own name but as a representative of the company. The representation may also be apparent from the circumstances. However, if the representation is not sufficiently clear, […]
Information requests by a trustor in a German limited partnership
The German Federal Court of Justice (Bundesgerichtshof, BGH) has long recognized the right of a partner in a partnership to request information such as names, addresses, and shareholdings of the other shareholders and trustors. As these principles were developed by the BGH before the General Data Protection Regulation (GDPR) took effect, there was uncertainty regarding […]
Loan waiver in crisis situations
The loss incurred as a result of a loan waiver to a corporation can be taken into account at shareholder level. A distinction must be made here between the recoverable and the non-recoverable portion of the loan, as only the latter can be recognized as a loss. If the waiver is made under a debtor […]
The (pre-)registration obligations of a civil law partnership (GbR) under the MoPeG
The Act on the Modernization of Partnership Law (MoPeG) came into force on 1 January 2024, codifying the legal capacity of the GbR. In this process the so-called company register for the GbR was also introduced, comparable to the commercial register for partnerships and corporations. Registration of the GbR in the company register is generally […]
The introduction of Commercial Courts in Germany
The “Act to Strengthen Germany as a Location for Justice by Introducing Commercial Courts and English as the Language of the Courts in Civil Jurisdiction” (Justice Location Strengthening Act) came into force on 1 April 2025 and aims to increase Germany’s attractiveness as a location for international business and commercial disputes.
Vesting clauses in employee participation programs put to the test
In March 2025, the Federal Labour Court (BAG) made two groundbreaking decisions that changed the legal situation for virtual option rights in employee stock option plans. Firstly, it declared certain forfeiture clauses for so-called vested virtual option rights to be invalid in the event of self-termination (BAG, judgment of 19 March 2025 – 10 AZR […]