Archiv für die Kategorie ‘Corporate Law’

Cross-border Divisions and Conversions Are Now Possible Within the EU and EFTA

Mar 31, 23 • Corporate Law • No Comments • Phillipp von Raven

With effect from March 1, 2023, German legislation has amended the German Transformation Act (UmwG) to include new provisions on cross-border divisions (Sections 320-332 UmwG) and cross-border conversions (Sections 333-345 UmwG). The so called Mobility Directive of the EU (Directive (EU) […]
GmbH Shareholder Meetings Possible Virtually in Germany

Dec 29, 22 • Compliance, Corporate Law • No Comments • Philipp Barring

The numerous positive practical experiences during the corona pandemic have prompted the legislator to make a small but significant change to the law: With immediate effect, German limited liability companies (GmbH) can also hold their shareholders’ meetings virtually without having to […]
The Ideal Company Sale From The Seller’s Point of View in Germany

Dec 29, 22 • Corporate Law • No Comments • Phillipp von Raven

When selling a company in Germany, it makes sense for the seller to consider in good time which criteria are essential for a successful sale of the company from his point of view. Deal security is decisive for the selection of […]
Obligation to Report For EU Foreigners When Acquiring Shares in German Companies

Dec 30, 21 • Compliance, Corporate Law • No Comments • Phillipp von Raven

Obligation to report to the Federal Ministry of Economics in the event of the acquisition of shares in German companies by EU foreigners In recent years, scrutiny of the acquisition of shares in German companies outside the defence sector by investors […]
Prohibition of Competition When A German LLC Partner Withdraws

Jun 30, 21 • Corporate Law • No Comments • Thomas Schwab

Regulation in the articles of association The articles of association state, among other things, that no partner may acquire an interest in a competing company during the term of the agreement, a post-contractual non-competition clause shall not be stipulated, and the […]
Compliance Management Structures in Germany: An indispensable tool for release from liability

Mar 31, 21 • Compliance, Corporate Law • No Comments • Dr. Constantin Goette

Developments in recent years regarding directors’ and officers’ liability make it clear: The personal – otherwise unlimited – liability risk of general managers, supervisory bodies and executives is omnipresent. It is quite conceivable that one or the other has restless nights […]
“Best Effort” obligations in the acquisition of companies and in contracts in Germany

Mar 31, 21 • Corporate Law • No Comments • Phillipp von Raven

In contracts, such as company purchase agreements or supply agreements, there are often clauses according to which a party is not wholly obliged to perform (e.g. to supply certain goods) or to bring about a success (e.g. to prompt the approval […]
Can the Management Authority in a German Limited Partnership (KG) Be Revoked?

Dec 22, 20 • Corporate Law • No Comments • Thomas Schwab

The managing director’s authority is often the subject of disputes at shareholder meetings. The German Federal Supreme Court (Bundesgerichtshof, BGH) also had to deal with this issue recently. The BGH judgement was based on the following facts: The sharehlders’ meeting of […]
Letter of Intent and Term Sheet in M&A transactions

Sep 30, 20 • Corporate Law • No Comments • Phillipp von Raven

The takeover of companies or mergers with other companies is becoming more and more important. Be it to eliminate a competitor, to expand the business field or to efficiently bundle business potential – motives for merging companies are countless. What is […]
Opening Clause Necessary to Establish A Supervisory Board in A German Limited Liability Company

Dec 30, 19 • Corporate Law • No Comments • Thomas Schwab

The most important bodies of a German limited liability company are the shareholders’ meeting and the managing director. If you don’t want these two bodies to be solely governed by generally applicable statutory regulations, the articles of association must contain corresponding […]