CTC.LEGAL

Corporate

corporate

Corporate Directors and Officers Personally Liable for Insufficient Insurance Coverage, D&O-Insurace counts

The verdict from the German Higher Regional Court in the city of Kiel dated February 26, 2024, Case No. 16 U 93/23, casts a spotlight on the essential duties of corporate management within the framework of operational risk prevention and insurance management.

Inbound investment to Germany – spotlight on three selected aspects

Insights into foreign investments in Germany with a focus on convertible loan agreements, tax updates according to the Growth Opportunities Act 2024 and transformative effects of the MoPeG

commercial

Jurisdiction agreement and private autonomy

In a decision of February 8, 2024 in Case C- 566/22 – Inkreal s.r.o. ./. Dúha reality s. r. o., the ECJ ruled on the admissibility of a choice of court agreement.

CORPORATE

Corporate Law, M&A

TAX

Corporate taxation, tax structuring

COMMERCIAL

Commercial and contract law

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commercial

We advise on

Commercial / supply contracts, national and international
Commercial agency agreements
AGB law
UN sales law / international trade in goods
International commercial disputes / litigation
Arbitration proceedings / Arbitration
Commercial mediation

We work for

(Individual) companies and corporations
Medium-sized companies
Listed companies
Commercial agents
Freelancers
Non-profit organisation

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corporate

We advise on

Company formations
Shareholder agreements
Financing agreements
Capital measures (e.g. PE/VC financing, IPO)
Shareholders‘ meetings / general meetings
M&A procedures / transactions / due diligence
Reorganisations (mergers, demergers, contributions)
Shareholder disputes
Liability of executive bodies (managing directors, management board, supervisory board)
Compliance

We work for

Start-ups
(Individual) entrepreneurs
Freelancers
Medium-sized companies
Listed companies
Managing directors, board members, supervisory board members
Foundations

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tax

We advise on

Company formations
Shareholder and financing agreements
Capital measures (e.g. PE/VC financing, IPO)
M&A procedures / transactions / due diligence
Reorganisations (UmwG & UmwStG)
Asset succession / company succession / inheritance tax optimisation
Support during tax audits
Representation in opposition and fiscal court proceedings
Expert opinions on tax law issues
Obtaining binding information
Tax law consequences of cross-border issues
Individual tax planning
Tax compliance

We work for

(Individual) entrepreneurs and corporations
Freelancers
Medium-sized companies
Foundations and other non-profit organisations
Private individuals & families

Inbound investment to Germany – spotlight on three selected aspects

Insights into foreign investments in Germany with a focus on convertible loan agreements, tax updates according to the Growth Opportunities Act 2024 and transformative effects of the MoPeG

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24. April 2024

AIXhibit

corporate

Corporate Directors and Officers Personally Liable for Insufficient Insurance Coverage, D&O-Insurace counts

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26. March 2024

Christoph Schmitz-Schunken

commercial

Jurisdiction agreement and private autonomy

In a decision of February 8, 2024 in Case C- 566/22 – Inkreal s.r.o. ./. Dúha reality s. r. o., the ECJ ruled on the admissibility of a choice of court agreement.

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14. March 2024

Guido Imfeld

corporate
tax

Inheritance tax / estate planning / business succession

Sections 13a – 13c of the Inheritance Tax Act (ErbStG) grant privileges for acquiring or transferring business assets. These shares in corporations and agricultural and forestry businesses may ensure these assets are transferred tax-exempt. The individual requirements for this are very complex and multi-layered.

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20. February 2024

Christoph Schmitz-Schunken

corporate

Dismissal of the GmbH managing director

In this introduction, we provide an overview of the basics of GmbHs and management, as well as the reasons for the dismissal of a managing director.

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14. February 2024

Christoph Schmitz-Schunken

corporate

Voting prohibitions in corporation and partnership law

In company law, you must separate the company’s legal issues from the shareholders’.

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26. January 2024

Christoph Schmitz-Schunken

corporate

BGH (German Federal Court of Justice) confirms minority protection in a de facto group

Voting prohibition of the controlling shareholder when initiating directors’ and officers’ liability claims in the controlled company; minority shareholders are not at the mercy of the majority company without protection.

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11. January 2024

Christoph Schmitz-Schunken

corporate
tax

New opportunities for capital funding for start-ups and growth-oriented companies

On Friday, 17 November 2023, the Bundestag (German Federal Parliament) passed the “Act on Financing of Future Investments” (Financing the Future Act – ZuFinG). One of the aims of this act is to make it much easier for young and fast-growing companies to raise equity capital and access the capital market.

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20. November 2023

Christoph Schmitz-Schunken

corporate

Partnership-register & Co.: What the German act on modernization of partnership law (MoPeG) means for civil partnerships (GBR) from 01.01.24

The Civil Partnership (GbR – short for Gesellschaft bürgerlichen Rechts) is German law’s most popular form of parnership. After all, no share capital is required to set it up. A notarized partnership agreement is also not required, nor is an entry in the company register.

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9. November 2023

Christoph Schmitz-Schunken

corporate

Law to reduce bureaucracy: Draft bureaucracy relief act IV presented – the next paper tiger!

It is undisputed: Bureaucratic hurdles make life enormously more difficult for private individuals, but above all for companies. The fact that the German government is now addressing the issue of bureaucracy reduction – as announced in the coalition agreement – is therefore very welcome in principle.

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30. October 2023

Christoph Schmitz-Schunken

corporate

BGH tightens duties to provide information in due diligence audits to the detriment of the seller

duties to provide information in due diligence audits that are subject to compensation

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23. October 2023

Christoph Schmitz-Schunken

corporate

Claim for reinstatement: BGH (German Federal Court of Justice) on the scope of the company’s duty of loyalty following the termination of a shareholder’s contract

It is standard for shareholders to terminate the employment of another shareholder. There are many reasons for this: the breach of social fiduciary duties is often a reason for such a termination.

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20. September 2023

Christoph Schmitz-Schunken

corporate

Real estate structuring again at the end of the year?

Impact of the Act on the Modernization of Partnership Law (MoPEG) on real estate transfer tax

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13. September 2023

Christoph Schmitz-Schunken

corporate

Prohibition of voting in shareholders’ meetings

BGH (German Federal Court of Justice) strengthens the principles on the prohibition of voting in own matters – the prospects of success of legal action in liability matters are irrelevant

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12. September 2023

Christoph Schmitz-Schunken

corporate

Management board and supervisory board in a stock corporation: Separate and yet together?

Unlike Anglo-American corporate law, the continental European corporate tradition distinguishes two boards involved in corporate governance in stock corporation law.

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6. September 2023

Christoph Schmitz-Schunken

corporate

What is the correct interest rate for loans from a corporation to its shareholders?

BFH (German Federal Fiscal Court) confirms its case law on the topic of “hidden profit distribution” for loans to controlling shareholders (BFH, the judgment of 22/02/2023 – I R 27/20 -)

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28. August 2023

Christoph Schmitz-Schunken

corporate

GmbH & Co. KG (limited commercial partnership): Federal court of justice (BGH) completes its case law on management liability

BGH judgment from 14.04.2023 Ref. II ZR 162/21: According to the partnership agreement of a German limited commercial partnership (GmbH & Co. KG), a limited partner in the legal form of a GmbH was solely authorized to manage the company.

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15. August 2023

Christoph Schmitz-Schunken

corporate

Private address of the managing director in the commercial register?

As a publicly accessible register, the commercial register fulfills an essential purpose: it should clarify which “flesh and blood” persons are behind a corporation.

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13. July 2023

Christoph Schmitz-Schunken

corporate

Virtual shareholders’ meeting of the GmbH: Statutory regulation makes many things easier, but articles of associations are still important

The GmbH law previously stipulated that shareholders had to meet in person to pass resolutions as a shareholders’ meeting.

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15. June 2023

Christoph Schmitz-Schunken

corporate

BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing

When stock corporation board members appoint themselves as managing directors of a wholly-owned GmbH (German Limited Liability Company) subsidiary (the Company), the law may reach its limits.

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2. June 2023

Christoph Schmitz-Schunken

commercial

The right of cancellation: Consumer protection or protection from consumers?

European Union Directive 2011/83/EU on consumer rights requires retailers to provide consumers with a wide range of information in distance selling contracts.

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24. May 2023

Guido Imfeld

corporate

Not only for reorganisation: Debt-to-Equity-Swap

A company is in crisis. The financing servicing is at risk, and refinancing through banks is difficult due to the existing financing structure.

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24. May 2023

Christoph Schmitz-Schunken

commercial

Agreements on the place of jurisdiction for cross-border sales of goods (B2B) – made (easier)

Comment on the decision of the ECJ of November 24, 2022 – C-358/21 (Tilman SA ./. Unilever Supply Company AG)

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20. January 2023

Guido Imfeld

Gifting and bequeathing real estate will become significantly more expensive from 01.01.2023!

The omnibus law (law to bring about changes in various individual laws – here in the area of tax law) is particularly important for the area of gifts or inheritance of real estate assets, as it stipulates that the principles and regulations for the valuation of developed real estate are to be adapted to the valuation standards of the amended Real Estate Valuation Ordinance (ImmoWertV) of 14.07.2021 (BGBl. I p. 2805).

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7. November 2022

Christoph Schmitz-Schunken

corporate

External liability – Managing director liability in corporations

In the case of external liability, the managing directors of corporations are directly liable to third parties, who can sue the managing director directly for damages in cases of external liability.

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24. September 2022

Christoph Schmitz-Schunken

corporate

Internal liability – Handbook on managing director liability

Handbook managing director liability – Part 1 – Internal liability

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24. September 2022

Christoph Schmitz-Schunken

corporate

Handbook on managing director liability

Handbook: Basics of liability cases and lawsuits against GmbH managing directors

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23. September 2022

Christoph Schmitz-Schunken

Corporate

Corporate Directors and Officers Personally Liable for Insufficient Insurance Coverage, D&O-Insurace counts

Tax

Inbound investment to Germany – spotlight on three selected aspects

Commercial

Jurisdiction agreement and private autonomy

commercial

corporate

tax

Inbound investment to Germany – spotlight on three selected aspects

Corporate Directors and Officers Personally Liable for Insufficient Insurance Coverage, D&O-Insurace counts

Jurisdiction agreement and private autonomy

Inheritance tax / estate planning / business succession

Dismissal of the GmbH managing director

Voting prohibitions in corporation and partnership law

BGH (German Federal Court of Justice) confirms minority protection in a de facto group

New opportunities for capital funding for start-ups and growth-oriented companies

Partnership-register & Co.: What the German act on modernization of partnership law (MoPeG) means for civil partnerships (GBR) from 01.01.24

Law to reduce bureaucracy: Draft bureaucracy relief act IV presented – the next paper tiger!

BGH tightens duties to provide information in due diligence audits to the detriment of the seller

Claim for reinstatement: BGH (German Federal Court of Justice) on the scope of the company’s duty of loyalty following the termination of a shareholder’s contract

Real estate structuring again at the end of the year?

Prohibition of voting in shareholders’ meetings

Management board and supervisory board in a stock corporation: Separate and yet together?

What is the correct interest rate for loans from a corporation to its shareholders?

GmbH & Co. KG (limited commercial partnership): Federal court of justice (BGH) completes its case law on management liability

Private address of the managing director in the commercial register?

Virtual shareholders’ meeting of the GmbH: Statutory regulation makes many things easier, but articles of associations are still important

BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing

The right of cancellation: Consumer protection or protection from consumers?

Not only for reorganisation: Debt-to-Equity-Swap

Agreements on the place of jurisdiction for cross-border sales of goods (B2B) – made (easier)

Gifting and bequeathing real estate will become significantly more expensive from 01.01.2023!

External liability – Managing director liability in corporations

Internal liability – Handbook on managing director liability

Handbook on managing director liability

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