https://honert.de/wp-content/uploads/honert-partner_logo-340x156.png00Prof. Dr. Thomas Grädlerhttps://honert.de/wp-content/uploads/honert-partner_logo-340x156.pngProf. Dr. Thomas Grädler2019-09-10 10:32:202019-09-10 10:33:39WE ARE HAPPY!
https://honert.de/wp-content/uploads/honert-partner_logo-340x156.png00Ester Calanni-Fracconohttps://honert.de/wp-content/uploads/honert-partner_logo-340x156.pngEster Calanni-Fraccono2019-08-20 15:00:302019-09-09 14:56:01honert + partner advises the founder of Boxfuse GmbH in the sale of Boxfuse GmbH to the British company RedGate Software Group
https://honert.de/wp-content/uploads/honert-partner_logo-340x156.png00Ester Calanni-Fracconohttps://honert.de/wp-content/uploads/honert-partner_logo-340x156.pngEster Calanni-Fraccono2019-08-16 15:08:292019-09-09 12:12:09honert + partner advises Omnicare management in connection with the participation of Equistone Partners in the Omnicare Group
The Federal Court of Justice [BGH] deals in its decision dated 28 January 2019 (file no. II ZR 364/18) with the issue, whether in analogous application of section 179 German Stock Corporation Act [AktG] the transfer of all company assets of a limited liability company [GmbH] within the framework of a sale and purchase agreement is ineffective towards the buyer without an approving resolution of the shareholders’ meeting. The BGH extensively comments on the structural differences between a GmbH and a stock corporation and rejects an analogous application of section 179 AktG to a GmbH. Nevertheless, the BGH considers an approving shareholders’ resolution internally necessary. According to the BGH, the contracting party may only rely on the unrestricted power of representation of the managing director if he was unaware of the abuse of the representative power and if this abuse was not obvious to him.
https://honert.de/wp-content/uploads/honert-partner_logo-340x156.png00Ester Calanni-Fracconohttps://honert.de/wp-content/uploads/honert-partner_logo-340x156.pngEster Calanni-Fraccono2019-06-21 10:00:072019-09-04 10:48:18THE TRANSFER OF ALL COMPANY ASSETS OF A GMBH – STILL SUBJECT TO THE PARTICIPATION OF THE SHAREHOLDERS’ MEETING
In our newsletter 2018 | Q3, we have already addressed the planned Real Estate Transfer Tax (RETT) reform, with which it is intended to “plug loopholes” for structures identified as abusive in the context of a transfer of company shares. The reform’s key points are the lowering of the threshold, the extension of retention periods and the creation of a new taxation situation for share transfers of corporations. These reform plans have caused considerable uncertainties within transactions, not least because there has been much speculation about a retrospective application of these new regulations. In the meantime, the first legislative draft has been presented.