https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2020-03-06 17:34:202020-03-06 17:37:27honert advises NeraCare GmbH for Series A financing round and contribution of Synvie GmbH
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, in view of the extensive insolvency law consequences of repayment to the insolvent assets, requires the greatest attention, particularly in times of an economic downturn.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-12-19 10:00:002019-12-19 12:32:07CAUTION: INSOLVENCY CONTESTABILITY IN THE CASE OF DEFERRING CLAIMS FROM EXCHANGE AGREEMENTS IN INTRA-GROUP RELATIONS
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 to have a signaling effect on German corporate law. Against this background, regulations in regard to corporate succession should be critically reviewed and adjusted, if necessary.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-12-19 09:50:002019-12-19 12:41:13NOT WITHOUT MY DAUGHTER! ON THE DESIGN OF SUCCESSION CLAUSES IN COMPANY AGREEMENTS (OF PARTNERSHIPS)
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.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-12-19 09:40:002019-12-19 12:42:20DRAFT BILL ON CORPORATE LIABILITY LAW – THE CRIMINAL CODE FOR ENTREPRENEURS?
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 Aktionärsrechterichtlinie]) to enter into force. The Federal Parliament [Bundestag] and the Federal Council [Bundesrat] have now passed the ARUG II on 14th/19th November 2019. The act is expected to enter into force in January 2020, therefore the Codex 2019 is expected to enter into force soon. The set of rules with recommendations for the management of stock exchange-listed German companies has been fundamentally revised and contains a completely new structure and system. An overview of the most important innovations and changes.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-12-19 09:30:002019-12-19 12:25:56GERMAN CORPORATE GOVERNANCE CODEX 2019 – AN OVERVIEW OF THE MOST IMPORTANT CHANGES
The tax recognition of losses from shareholder loans has significantly changed over the past few years. While the Federal Court of Finance [Bundesfinanzhof – BFH] initially assumed that such losses could be partially deducted as subsequent acquisition costs if certain conditions were met, it allowed full deduction from capital income in 2017 with two judgments. The legislator now wants to change this. However, it is good for the taxpayer that the BFH has given consent to some legal structurings surrounding shareholder loans.
honert advises NeraCare GmbH for Series A financing round and contribution of Synvie GmbH
/in Deal Announcements, Deal Announcements/by Ester HahnCAUTION: INSOLVENCY CONTESTABILITY IN THE CASE OF DEFERRING CLAIMS FROM EXCHANGE AGREEMENTS IN INTRA-GROUP RELATIONS
/in 2019 Q4, 2019 Q4/by Ester HahnIn 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, in view of the extensive insolvency law consequences of repayment to the insolvent assets, requires the greatest attention, particularly in times of an economic downturn.
NOT WITHOUT MY DAUGHTER! ON THE DESIGN OF SUCCESSION CLAUSES IN COMPANY AGREEMENTS (OF PARTNERSHIPS)
/in 2019 Q4, 2019 Q4/by Ester HahnIn 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 to have a signaling effect on German corporate law. Against this background, regulations in regard to corporate succession should be critically reviewed and adjusted, if necessary.
DRAFT BILL ON CORPORATE LIABILITY LAW – THE CRIMINAL CODE FOR ENTREPRENEURS?
/in 2019 Q4, 2019 Q4/by Ester HahnThe 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 2019 Q4/by Ester HahnIn 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 Aktionärsrechterichtlinie]) to enter into force. The Federal Parliament [Bundestag] and the Federal Council [Bundesrat] have now passed the ARUG II on 14th/19th November 2019. The act is expected to enter into force in January 2020, therefore the Codex 2019 is expected to enter into force soon. The set of rules with recommendations for the management of stock exchange-listed German companies has been fundamentally revised and contains a completely new structure and system. An overview of the most important innovations and changes.
LOSS OF SHAREHOLDER LOANS – TAX-RELEVANT OR NOT?
/in 2019 Q4, 2019 Q4/by Ester HahnThe tax recognition of losses from shareholder loans has significantly changed over the past few years. While the Federal Court of Finance [Bundesfinanzhof – BFH] initially assumed that such losses could be partially deducted as subsequent acquisition costs if certain conditions were met, it allowed full deduction from capital income in 2017 with two judgments. The legislator now wants to change this. However, it is good for the taxpayer that the BFH has given consent to some legal structurings surrounding shareholder loans.