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
Finally, the European Court of Justice (ECJ) clarified the situation with its judgment of 19 December 2018 on the “group clause” relating to real estate transfer tax: the tax relief pursuant to section 6a German Real Estate Transfer Tax Act (RETTA) is not an illicit aid within the meaning of Art. 107 TFEU, since this tax relief is not associated with any selective advantages.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2019-03-27 09:20:382019-09-04 16:51:55NO AID CHARACTER OF TAX BENEFITS UNDER SECTION 6A RETTA
honert 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”).
NO AID CHARACTER OF TAX BENEFITS UNDER SECTION 6A RETTA
/in 2019 Q1/by Ester HahnFinally, the European Court of Justice (ECJ) clarified the situation with its judgment of 19 December 2018 on the “group clause” relating to real estate transfer tax: the tax relief pursuant to section 6a German Real Estate Transfer Tax Act (RETTA) is not an illicit aid within the meaning of Art. 107 TFEU, since this tax relief is not associated with any selective advantages.