On 8 June 2016, the European Union adopted the Directive on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure (the “Privacy Directive”). Even though the implementation of German legislation has not yet been completed, there are already indications of what companies will have to take into account in the future to protect business information.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-12-20 09:20:142019-09-05 10:02:50NEW REGULATIONS ON THE PROTECTION OF SECRETS
Following the extension of the scope of the review of foreign investments in Germany in July 2017, the German Federal Cabinet [Bundeskabinett] has resolved on another tightening of the scope of investment reviews on December 19, 2018. In addition, an EU-wide legislative procedure in this field is about to be finalized.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-12-20 09:10:362019-09-05 10:05:53REVIEW OF FOREIGN INVESTMENTS: EXPERIENCES SINCE 2017 AND FURTHER TIGHTENING AS OF 2019
On 25 May 2018, the ECOFIN Council, consisting of the Ministers of Economics and Finance, passed the Directive (EU) 2018/822 amending Directive 2011/16/EU on the mandatory automatic exchange of information in the field of taxation on relation to reportable cross-border arrangements. This is intended to create an obligation to report potentially aggressive tax-planning arrangements. The directive must be transposed into national law by 31 December 2019. The disclosure obligation will come into force on 1 July 2020.
A change of shareholder can lead to a proportional or complete elimination of the existing losses of a company. However, this shall not apply if the acquisition of the investment is made with the aim of restructuring the company. Up to now, however, the EU Commission has regarded this so-called restructuring clause as state aid. The European Court of Justice [ECJ] has recently declared this state aid decision null and void. Therefore, the restructuring clause can be applied again.
On 8th September 2016, the federal states of Hesse, North Rhine-Westphalia and Schleswig-Holstein decided to implement a working group with respect to an intended reform of the real estate transfer tax. The reform targets to close down loopholes with respect to structures which are considered abusive regarding the sale of company shares which (mainly) hold real estate properties. Such working group presented a working paper with the key points for new statutory provisions on 21th June 2018.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-09-21 09:40:532019-09-05 15:23:40REAL ESTATE TRANSFER TAX REFORM WITH RESPECT TO SHARE DEALS
According to consistent case-law of the Federal Court of Justice [Bundesgerichtshof – BGH], shareholders can assert certain claims against a fellow partner as litigants in the way of “actio pro socio”. Up to now, it had been a matter of dispute whether or not the limited partner of a GmbH & Co KG is also granted the right to assert claims of a limited partnership against a third-party managing director of the GmbH & Co KG’s general partner. In its decision II ZR 255/16 dated 19.12.2017, the BGH denied this right.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2018-09-21 09:30:352019-09-05 15:52:01LIMITED PARTNER OF A GMBH & CO. KG HAS NO RIGHT OF ACTION AGAINST A THIRD-PARTY MANAGING DIRECTOR OF THE GMBH & CO. KG’S GENERAL PARTNER
NEW REGULATIONS ON THE PROTECTION OF SECRETS
/in 2018 Q4/by Ester HahnOn 8 June 2016, the European Union adopted the Directive on the protection of undisclosed know-how and business information (trade secrets) against their unlawful acquisition, use and disclosure (the “Privacy Directive”). Even though the implementation of German legislation has not yet been completed, there are already indications of what companies will have to take into account in the future to protect business information.
REVIEW OF FOREIGN INVESTMENTS: EXPERIENCES SINCE 2017 AND FURTHER TIGHTENING AS OF 2019
/in 2018 Q4, 2018 Q4/by Ester HahnFollowing the extension of the scope of the review of foreign investments in Germany in July 2017, the German Federal Cabinet [Bundeskabinett] has resolved on another tightening of the scope of investment reviews on December 19, 2018. In addition, an EU-wide legislative procedure in this field is about to be finalized.
PLANNED DUTY OF DISCLOSURE FOR TAX ARRANGEMENTS
/in 2018 Q3/by Ester HahnOn 25 May 2018, the ECOFIN Council, consisting of the Ministers of Economics and Finance, passed the Directive (EU) 2018/822 amending Directive 2011/16/EU on the mandatory automatic exchange of information in the field of taxation on relation to reportable cross-border arrangements. This is intended to create an obligation to report potentially aggressive tax-planning arrangements. The directive must be transposed into national law by 31 December 2019. The disclosure obligation will come into force on 1 July 2020.
RESTRUCTURING CLAUSE – ECJ DECLARES AID DECISION NULL AND VOID
/in 2018 Q3/by Ester HahnA change of shareholder can lead to a proportional or complete elimination of the existing losses of a company. However, this shall not apply if the acquisition of the investment is made with the aim of restructuring the company. Up to now, however, the EU Commission has regarded this so-called restructuring clause as state aid. The European Court of Justice [ECJ] has recently declared this state aid decision null and void. Therefore, the restructuring clause can be applied again.
REAL ESTATE TRANSFER TAX REFORM WITH RESPECT TO SHARE DEALS
/in 2018 Q3/by Ester HahnOn 8th September 2016, the federal states of Hesse, North Rhine-Westphalia and Schleswig-Holstein decided to implement a working group with respect to an intended reform of the real estate transfer tax. The reform targets to close down loopholes with respect to structures which are considered abusive regarding the sale of company shares which (mainly) hold real estate properties. Such working group presented a working paper with the key points for new statutory provisions on 21th June 2018.
LIMITED PARTNER OF A GMBH & CO. KG HAS NO RIGHT OF ACTION AGAINST A THIRD-PARTY MANAGING DIRECTOR OF THE GMBH & CO. KG’S GENERAL PARTNER
/in 2018 Q3/by Ester HahnAccording to consistent case-law of the Federal Court of Justice [Bundesgerichtshof – BGH], shareholders can assert certain claims against a fellow partner as litigants in the way of “actio pro socio”. Up to now, it had been a matter of dispute whether or not the limited partner of a GmbH & Co KG is also granted the right to assert claims of a limited partnership against a third-party managing director of the GmbH & Co KG’s general partner. In its decision II ZR 255/16 dated 19.12.2017, the BGH denied this right.