https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2022-08-08 17:08:142022-08-08 17:11:37honert advises the management of Sill Optics GmbH & Co. KG on the co-investment and re-investment after acquisition by DPE
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2022-08-05 10:38:532022-08-05 10:38:54honert advises ATHOS on Antin’s entry as new majority shareholder in Blue Elephant Energy
https://honert.de/wp-content/uploads/honert_logo_270px.png00Mandy Prokofhttps://honert.de/wp-content/uploads/honert_logo_270px.pngMandy Prokof2022-07-07 09:57:522022-07-07 10:10:37honert advises Etribes on the merger with Orbit Ventures GmbH
According to a recent ruling by the Federal Court of Justice (ruling dated 13 January 2022, case no. III ZR 210/20), a representative acting in legal relations on behalf of an entrepreneurial company is personally liable on the basis of a prima facie case pursuant to § 179 German Civil Code (BGB) in conjunction with § 311 para. 2 and 3 BGB (analogously) if the UG does not state its legal form “exactly and to the letter” in its company name. Even the omission of only the suffix “(haftungsbeschränkt)” could trigger prima facie liability despite the use of at least the legal form “UG” or “Unternehmergesellschaft”.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2022-06-30 09:50:002022-06-30 10:08:04PERSONAL LIABILITY OF THE REPRESENTATIVE OF AN UG ACTING IN LEGAL RELATIONS
The COVID-19 Act of 27 March 2020 allows stock corporations and related legal forms to hold their general meetings as purely virtual meetings without the physical presence of shareholders until the end of August 2022. Based on the largely positive experience with this form of meeting, the German government presented a draft law on 27 April 2022 which is intended to permanently introduce the virtual general meeting into the German Stock Corporation Act as an alternative to the annual general meeting in person. However, the draft contains serious deviations from the legal situation still applicable under the COVID-19 Act.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2022-06-30 09:40:002022-06-30 14:07:42THE VIRTUAL GENERAL MEETING OF THE STOCK CORPORATION – FROM A TEMPORARY EXCEPTION TO A PERMANENT SOLUTION?
As of 1 August 2021, the transparency register was restructured by the Transparency Register and Financial Information Act. In this process, the so-called notification fiction for the reporting of beneficial owners of legal entities to the transparency register was abolished, which prompted numerous companies to make entries. The transitional periods granted by law for the implementation expire this year. This article explains which notifications need to be made. Furthermore, an outlook on upcoming changes of the transparency obligations under money laundering law due to European legislative projects is given.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2022-06-30 09:30:002022-06-30 09:37:38CURRENT REPORTING REQUIREMENTS IN THE TRANSPARENCY REGISTER AND UPCOMING CHANGES DUE TO THE EU MONEY LAUNDERING REGULATION
honert advises the management of Sill Optics GmbH & Co. KG on the co-investment and re-investment after acquisition by DPE
/in Deal Announcements/by Ester Hahnhonert advises ATHOS on Antin’s entry as new majority shareholder in Blue Elephant Energy
/in Deal Announcements, Deal Announcements/by Ester Hahnhonert advises Etribes on the merger with Orbit Ventures GmbH
/in Deal Announcements/by Mandy ProkofPERSONAL LIABILITY OF THE REPRESENTATIVE OF AN UG ACTING IN LEGAL RELATIONS
/in 2022 Q2/by Ester HahnAccording to a recent ruling by the Federal Court of Justice (ruling dated 13 January 2022, case no. III ZR 210/20), a representative acting in legal relations on behalf of an entrepreneurial company is personally liable on the basis of a prima facie case pursuant to § 179 German Civil Code (BGB) in conjunction with § 311 para. 2 and 3 BGB (analogously) if the UG does not state its legal form “exactly and to the letter” in its company name. Even the omission of only the suffix “(haftungsbeschränkt)” could trigger prima facie liability despite the use of at least the legal form “UG” or “Unternehmergesellschaft”.
THE VIRTUAL GENERAL MEETING OF THE STOCK CORPORATION – FROM A TEMPORARY EXCEPTION TO A PERMANENT SOLUTION?
/in 2022 Q2/by Ester HahnThe COVID-19 Act of 27 March 2020 allows stock corporations and related legal forms to hold their general meetings as purely virtual meetings without the physical presence of shareholders until the end of August 2022. Based on the largely positive experience with this form of meeting, the German government presented a draft law on 27 April 2022 which is intended to permanently introduce the virtual general meeting into the German Stock Corporation Act as an alternative to the annual general meeting in person. However, the draft contains serious deviations from the legal situation still applicable under the COVID-19 Act.
CURRENT REPORTING REQUIREMENTS IN THE TRANSPARENCY REGISTER AND UPCOMING CHANGES DUE TO THE EU MONEY LAUNDERING REGULATION
/in 2022 Q2/by Ester HahnAs of 1 August 2021, the transparency register was restructured by the Transparency Register and Financial Information Act. In this process, the so-called notification fiction for the reporting of beneficial owners of legal entities to the transparency register was abolished, which prompted numerous companies to make entries. The transitional periods granted by law for the implementation expire this year. This article explains which notifications need to be made. Furthermore, an outlook on upcoming changes of the transparency obligations under money laundering law due to European legislative projects is given.