A clause in a partnership agreement of a partnership (Personengesellschaft) which provides for a simple majority of votes for all shareholder resolutions may be interpreted as giving formal legitimation that all matters subject to a resolution by the shareholders are subject to the majority principle (Mehrheitsprinzip). This also includes so-called fundamental transactions (Grundlagengeschäfte) and interventions in the membership rights of shareholders. In principle, this formal legitimation also indicates the material legitimation of a shareholder resolution based on it, unless it is an exercise of majority power against the minority in breach of fiduciary duty.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2023-06-29 13:21:472023-06-29 13:21:50EFFECTIVENESS OF MAJORITY RESOLUTIONS IN PARTNERSHIPS
In the “War for Talents”, start-ups often rely on employee stock option plans (ESOPs) to attract motivated and highly qualified employees and retain them in the long term, as salaries are usually not competitive. An ESOP usually runs for several years and the employee’s circumstances can change during this period. Such a change in circumstances is also the cause for the ruling of the German Federal Fiscal Court (BFH) of 21 December 2022, case no. I R 11/20, which deals with the taxation of stock options in the event of a change of residence. This cross-border case provides an opportunity to take a closer look at the general tax treatment of ESOPs and, at the same time, to highlight any potential for tax structuring.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2023-06-29 13:00:002023-06-29 13:29:25ESOP TAXATION – GERMAN FEDERAL FISCAL COUT OPENS UP SCOPE FOR THE TAXATION OF STOCK OPTIONS IN CONNECTION WITH A CHANGE OF RESIDENCE
In its ruling of 23 November 2022 – II R 37/19, the Federal Fiscal Court (Bundesfinanzhof – BFH) decided in favour of the foreign claimant that – unlike the direct acquisition of a domestic property – the bequest concerning the acquisition of a domestic property is not subject to limited inheritance tax liability.
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2023-06-29 12:55:002023-06-29 14:27:32BFH: BEQUEST CONCERNING A DOMESTIC PROPERTY IS NOT SUBJECT TO LIMITED INHERITANCE TAX LIABILITY
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2023-06-22 10:18:342023-06-22 10:18:37honert advises the CERTANIA Group on the acquisition of GWP Gesellschaft für Werkstoffprüfung mbH
https://honert.de/wp-content/uploads/honert_logo_270px.png00Ester Hahnhttps://honert.de/wp-content/uploads/honert_logo_270px.pngEster Hahn2023-05-04 11:02:242023-05-04 11:02:25honert advises RFMW Europe Ltd. on the acquisition of MRC Gigacomp GmbH & Co. KG and MRC Components GmbH & Co. KG
EFFECTIVENESS OF MAJORITY RESOLUTIONS IN PARTNERSHIPS
/in 2023 Q2/by Ester HahnA clause in a partnership agreement of a partnership (Personengesellschaft) which provides for a simple majority of votes for all shareholder resolutions may be interpreted as giving formal legitimation that all matters subject to a resolution by the shareholders are subject to the majority principle (Mehrheitsprinzip). This also includes so-called fundamental transactions (Grundlagengeschäfte) and interventions in the membership rights of shareholders. In principle, this formal legitimation also indicates the material legitimation of a shareholder resolution based on it, unless it is an exercise of majority power against the minority in breach of fiduciary duty.
ESOP TAXATION – GERMAN FEDERAL FISCAL COUT OPENS UP SCOPE FOR THE TAXATION OF STOCK OPTIONS IN CONNECTION WITH A CHANGE OF RESIDENCE
/in 2023 Q2/by Ester HahnIn the “War for Talents”, start-ups often rely on employee stock option plans (ESOPs) to attract motivated and highly qualified employees and retain them in the long term, as salaries are usually not competitive. An ESOP usually runs for several years and the employee’s circumstances can change during this period. Such a change in circumstances is also the cause for the ruling of the German Federal Fiscal Court (BFH) of 21 December 2022, case no. I R 11/20, which deals with the taxation of stock options in the event of a change of residence. This cross-border case provides an opportunity to take a closer look at the general tax treatment of ESOPs and, at the same time, to highlight any potential for tax structuring.
BFH: BEQUEST CONCERNING A DOMESTIC PROPERTY IS NOT SUBJECT TO LIMITED INHERITANCE TAX LIABILITY
/in 2023 Q2/by Ester HahnIn its ruling of 23 November 2022 – II R 37/19, the Federal Fiscal Court (Bundesfinanzhof – BFH) decided in favour of the foreign claimant that – unlike the direct acquisition of a domestic property – the bequest concerning the acquisition of a domestic property is not subject to limited inheritance tax liability.
honert advises MFC Labs GmbH on seed financing
/in Deal Announcements/by Ester HahnA team from honert led by Dr. Jan-Christian Heins advised MFC Labs GmbH on its EUR 4m seed financing round.
honert advises the CERTANIA Group on the acquisition of GWP Gesellschaft für Werkstoffprüfung mbH
/in Deal Announcements/by Ester Hahnhonert provided legal advice to the CERTANIA Group on the acquisition of GWP Gesellschaft für Werkstoffprüfung mbH.
honert advises RFMW Europe Ltd. on the acquisition of MRC Gigacomp GmbH & Co. KG and MRC Components GmbH & Co. KG
/in Deal Announcements/by Ester Hahnhonert provided comprehensive legal advice to RFMW Europe Ltd. on the acquisition of MRC Gigacomp GmbH & Co. KG and MRC Components GmbH & Co. KG.