https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-04-01 15:00:432019-09-09 12:57:09honert assists Brabbler AG in the acquisition of Messenger SIMSme from Deutsche Post
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-03-29 15:00:412019-09-09 12:10:34honert assists Haven Cyber Technologies in the acquisition of the Swedish company Onevinn AB
Share Purchase Agreements (SPA) usually contain a – negotiated in detail, more or less extensive – catalog of guarantee declarations of the seller in connection with agreements on the legal consequences in the event of an incorrectness of a guarantee declaration. The statutory liability of the seller which generally exists in addition is usually excluded within the legally permissible framework. The decision of the German Federal Court of Justice [Bundesgerichtshof – BGH] of 26 September 2018 (file no. VII ZR 187/17) shows that it is important to focus in particular on the contractual exclusion of liability, especially its scope.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-03-27 10:00:572019-09-04 17:15:39WARRANTY FOR DEFECTS AND FRUSTRATION OF CONTRACT IN A COMPANY PURCHASE – EXCLUSION OF SECTION 313 BGB FROM SPAS REQUIRED?
In the recent past, decisions of the EU Commission as well as the European Court of Justice (ECJ) pertaining to so-called gun-jumpings (pre-merger coordination) within M&A transactions drew attention, in particular at European level.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-03-27 09:50:152020-02-27 10:42:51PROHIBITION OF EXECUTION AND GUN-JUMPING IN M&A TRANSACTIONS – RISKS OF SANCTIONS UNDER ANTITRUST LAW
The managing directors of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH] may in principle carry out an allocation of responsibilities and duties among each other. The Federal Court of Justice [BGH] recently substantiated in a judgment of 6 November 2018 (file no. II ZR 11/17) the requirements for an admissibility of such an allocation of responsibilities between several managing directors of a GmbH and the duties of a managing director associated with that. The decision was based on the liability of a managing director of a GmbH for payments after the company’s insolvency.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-03-27 09:40:392019-09-04 16:50:56ALLOCATION OF RESPONSIBILITIES WITHIN THE GMBH MANAGEMENT
By resolution of 29 March 2017 the Federal Constitutional Court [Bundesverfassungsgericht – BVerfG] decided that the proportionate forfeiture of tax losses pursuant to section 8c para. 1 sentence 1 German Corporation Tax Act [Körperschaftsteuergesetz – KStG] old version is unconstitutional and called on the legislator to pass new regulations by 31 December 2018 which should eliminate the infringement of the constitution retroactively as of 1 January 2008. The legislator implemented this by removing without replacement the regulations on proportionate forfeiture of tax losses retroactively as of 1 January 2008 by passing the “Law for the Avoidance of Sales Tax Losses when Trading Goods on the Internet and for the Amendment of Further Law Regulations” ([Gesetz zur Vermeidung von Umsatzsteuerausfällen beim Handel mit Waren im Internet und zur Änderung weiterer steuerlicher Vorschriften – UStAVermG], also known under its original name “Annual Tax Act 2018”).
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-03-27 09:30:332019-09-04 16:53:56HOPEFUL START OF LOSS DEDUCTION FOR CORPORATIONS
honert assists Brabbler AG in the acquisition of Messenger SIMSme from Deutsche Post
/in Deal Announcements/by Ester Hahnhonert assists Haven Cyber Technologies in the acquisition of the Swedish company Onevinn AB
/in Deal Announcements/by Ester HahnWARRANTY FOR DEFECTS AND FRUSTRATION OF CONTRACT IN A COMPANY PURCHASE – EXCLUSION OF SECTION 313 BGB FROM SPAS REQUIRED?
/in 2019 Q1/by Ester HahnShare Purchase Agreements (SPA) usually contain a – negotiated in detail, more or less extensive – catalog of guarantee declarations of the seller in connection with agreements on the legal consequences in the event of an incorrectness of a guarantee declaration. The statutory liability of the seller which generally exists in addition is usually excluded within the legally permissible framework. The decision of the German Federal Court of Justice [Bundesgerichtshof – BGH] of 26 September 2018 (file no. VII ZR 187/17) shows that it is important to focus in particular on the contractual exclusion of liability, especially its scope.
PROHIBITION OF EXECUTION AND GUN-JUMPING IN M&A TRANSACTIONS – RISKS OF SANCTIONS UNDER ANTITRUST LAW
/in 2019 Q1, 2019 Q1/by Ester HahnIn the recent past, decisions of the EU Commission as well as the European Court of Justice (ECJ) pertaining to so-called gun-jumpings (pre-merger coordination) within M&A transactions drew attention, in particular at European level.
ALLOCATION OF RESPONSIBILITIES WITHIN THE GMBH MANAGEMENT
/in 2019 Q1/by Ester HahnThe managing directors of a limited liability company [Gesellschaft mit beschränkter Haftung – GmbH] may in principle carry out an allocation of responsibilities and duties among each other. The Federal Court of Justice [BGH] recently substantiated in a judgment of 6 November 2018 (file no. II ZR 11/17) the requirements for an admissibility of such an allocation of responsibilities between several managing directors of a GmbH and the duties of a managing director associated with that. The decision was based on the liability of a managing director of a GmbH for payments after the company’s insolvency.
HOPEFUL START OF LOSS DEDUCTION FOR CORPORATIONS
/in 2019 Q1/by Ester HahnBy resolution of 29 March 2017 the Federal Constitutional Court [Bundesverfassungsgericht – BVerfG] decided that the proportionate forfeiture of tax losses pursuant to section 8c para. 1 sentence 1 German Corporation Tax Act [Körperschaftsteuergesetz – KStG] old version is unconstitutional and called on the legislator to pass new regulations by 31 December 2018 which should eliminate the infringement of the constitution retroactively as of 1 January 2008. The legislator implemented this by removing without replacement the regulations on proportionate forfeiture of tax losses retroactively as of 1 January 2008 by passing the “Law for the Avoidance of Sales Tax Losses when Trading Goods on the Internet and for the Amendment of Further Law Regulations” ([Gesetz zur Vermeidung von Umsatzsteuerausfällen beim Handel mit Waren im Internet und zur Änderung weiterer steuerlicher Vorschriften – UStAVermG], also known under its original name “Annual Tax Act 2018”).