If there is a dispute about the validity of the dismissal of a managing director of a GmbH, an interim injunction can be issued prohibiting him from performing his duties and from acting as a member of the management board. In addition to the dismissed managing director, the company, represented by a representative appointed by the shareholders, is generally a party to such injunction proceedings. In a recent decision (judgment of 25.05.2023 – 23 W 354/23e), the Munich Higher Regional Court (OLG Munich) addressed the question of whether and under what conditions interim legal protection can be obtained by the other shareholder by way of a so-called actio pro socio and thus also regardless of the majority situation in the company when a shareholder managing director in a two-person GmbH is dismissed.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-07-03 09:50:002024-07-03 12:55:12INTERIM INJUNCTION IN THE EVENT OF DISMISSAL OF THE MANAGING DIRECTOR OF A TWO-PERSON GMBH (GERMAN LIMITED LIABILITY COMPANY) FOR GOOD CAUSE
If there is good cause in the person of a limited partner that makes the continuation of the partnership relationship unreasonable for the other partners, the other partners may exclude this partner from the partnership. The resolution on the exclusion provided for in the articles of association does not have to be passed immediately. The judgment of the Higher Regional Court of Hamm (judgment of 1.3.2023 – 8 U 48/22) deals in an exemplary manner with the question of the conditions under which waiting by the shareholders entitled to exclusion is justified and does not refute the assumption of the existence of good cause or unreasonableness.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-07-03 09:40:002024-07-03 13:02:39EXCLUSION OF A LIMITED PARTNER FOR GOOD CAUSE
In accordance with Section 9 (2) no. 4 GrEStG, the assessment basis for real estate transfer tax also includes payments made by a third party to the seller of the property for the acquisition of shares in the future property-owning company if the main purpose of these payments is to induce the seller of the property to transfer the property to the company.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-07-03 09:30:002024-07-03 13:13:46THIRD-PARTY SERVICES AS CONSIDERATION FOR REAL ESTATE TRANSFER TAX PURPOSES
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-06-10 11:02:162024-06-10 11:02:20honert advises the CERTANIA Group on the acquisition of TAZ GmbH
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2024-05-21 11:35:552024-05-21 11:35:58honert advises Trailer Dynamics, a technology pioneer für e-trailers, in connection with a capital increase
INTERIM INJUNCTION IN THE EVENT OF DISMISSAL OF THE MANAGING DIRECTOR OF A TWO-PERSON GMBH (GERMAN LIMITED LIABILITY COMPANY) FOR GOOD CAUSE
/in 2024 Q2/by Ester HahnIf there is a dispute about the validity of the dismissal of a managing director of a GmbH, an interim injunction can be issued prohibiting him from performing his duties and from acting as a member of the management board. In addition to the dismissed managing director, the company, represented by a representative appointed by the shareholders, is generally a party to such injunction proceedings. In a recent decision (judgment of 25.05.2023 – 23 W 354/23e), the Munich Higher Regional Court (OLG Munich) addressed the question of whether and under what conditions interim legal protection can be obtained by the other shareholder by way of a so-called actio pro socio and thus also regardless of the majority situation in the company when a shareholder managing director in a two-person GmbH is dismissed.
EXCLUSION OF A LIMITED PARTNER FOR GOOD CAUSE
/in 2024 Q2/by Ester HahnIf there is good cause in the person of a limited partner that makes the continuation of the partnership relationship unreasonable for the other partners, the other partners may exclude this partner from the partnership. The resolution on the exclusion provided for in the articles of association does not have to be passed immediately. The judgment of the Higher Regional Court of Hamm (judgment of 1.3.2023 – 8 U 48/22) deals in an exemplary manner with the question of the conditions under which waiting by the shareholders entitled to exclusion is justified and does not refute the assumption of the existence of good cause or unreasonableness.
THIRD-PARTY SERVICES AS CONSIDERATION FOR REAL ESTATE TRANSFER TAX PURPOSES
/in 2024 Q2/by Ester HahnIn accordance with Section 9 (2) no. 4 GrEStG, the assessment basis for real estate transfer tax also includes payments made by a third party to the seller of the property for the acquisition of shares in the future property-owning company if the main purpose of these payments is to induce the seller of the property to transfer the property to the company.
honert advises startup eco.mio on financing round
/in Deal Announcements/by Ester Hahnhonert advised the startup eco.mio comprehensively on a seven-figure financing round.
honert advises the CERTANIA Group on the acquisition of TAZ GmbH
/in Deal Announcements/by Ester Hahnhonert advises Trailer Dynamics, a technology pioneer für e-trailers, in connection with a capital increase
/in Deal Announcements/by Ester Hahn