No discharge for a managing director of a limited partnership general partner in case of severe violation of his organizational and supervisory duty
The discharge of a managing director is at the discretion of the shareholders’ meeting and is approved by the management of the company. To what extent is this discretion restricted if the manager has violated the duties assigned to him? Can the shareholders of the GmbH & Co KG make direct claims against the managing […]
Transparency for everyone?! New regulations with regard to the Transparency Register after the implementation of the Fifth European Anti-Money Laundering Directive into German law.
By implementing the so-called Fifth Anti-Money Laundering Directive into German law, the Transparency Register has undergone numerous changes for companies, shareholders and beneficial owners. There is a concrete need for action, especially for companies with regard to their reporting obligations.
Digital founding era – company foundation by mouse click?
The directive “amending Directive (EU) 2017/1132 with regards to the use of digital tools and processes in corporate law” is intended to promote digital change in corporate law. With this directive which is part of the so-called Company Law Package of the European Commission the European Legislator has set the legal framework for, inter alia, […]
EUR 600 billion against the coronavirus crisis (also for system-critical start-ups) – the economic stabilization fund (“ESF”)
The various measures to mitigate the impact of the COVID-19 pandemic now include the establishment of the ESF to support companies for a limited period of time, primarily by providing guarantees but also hybrid or equity financing – a mechanism that was already tested during the financial crisis to support banks.
Know your customer – better! New challenges for companies in the non-financial sector after transposing the fifth European anti-money laundering directive into German law
On 1 January 2020 the law on transposing the so-called Fifth European Anti-Money Laundering Directive into German Law became effective. Some of the resulting changes in the German Money Laundering Act pose new challenges for companies of the non-financial sector, especially for commercial and industrial companies. Companies should counter these by adapting their money laundering […]
IMPACT OF THE PANDEMIC ON EXISTING CONTRACTS AND THE DESIGN OF FUTURE CONTRACTS
In case of disturbances in existing contractual relationships during the current pandemic, both contracting parties may look for approaches to avoid having to deliver, to pay, to demand or refuse compensation. If contract negotiations currently take place, one will be reflecting upon how to draft the contract, in order to be adequately secured in the […]
IMPORTANCE OF FAMILY-LAW PROVISIONS IN THE CONTEXT OF COMPANY ACQUISITIONS
In the course of a transaction in which a company or shares in a company are sold in whole or in part, family-law provisions must often be observed. In this context, the Higher Regional Court of Saarbrücken and the Higher Regional Court of Oldenburg have recently commented on two cases of practical relevance, namely the […]
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 […]
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, […]
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 […]