All articles by Christoph Schmitz-Schunken
CORPORATE
GmbH & Co. KG (limited commercial partnership): Federal court of justice (BGH) completes its case law on management liability
CORPORATE
Private address of the managing director in the commercial register?
CORPORATE
Virtual shareholders’ meeting of the GmbH
Statutory regulation makes many things easier, but articles of associations are still important
CORPORATE
BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing
BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing In group structures, it is not uncommon for members of the management board of a stock corporation to become involved in the management of subsidiaries. However, 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. Whether and under what conditions a “self-appointment” is possible and whether the interposition of an authorized representative changes anything – the Federal Court of Justice (BGH) ruled on this at the beginning of 2023 (BGH, judgment of 17.01.23, ref.: II ZB 6/22).
COMMERCIAL
The right of cancellation: Consumer protection or protection from consumers?
(Comment on the decision of the ECJ of 17 May 2023 in case C-97/22)
CORPORATE
Not only for reorganisation: Dept 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. In simple terms, the idea of swaps is to exchange debt for equity without raising additional funds: the creditor deposits his claim against the company in the company and receives shares in this company in return. The debt-to-equity swap is a long-established and proven option for corporate reorganization in the USA and England, which has also been gaining importance in Germany for 15 years.
COMMERCIAL
Agreements on the place of jurisdiction for cross-border sales of goods (B2B) – made (easier)
The effectiveness of jurisdiction agreements in international legal relations is a perennial issue in litigation. Many mistakes are made in this area, primarily out of ignorance. Such mistakes can have considerable financial consequences, as the choice of jurisdiction is of crucial procedural and economic importance in international legal relations. Unfortunately, it is often not (only) the applicable law that is decisive in a dispute but the choice of the proper court.
TAX
Gifting and bequeathing real estate will become significantly more expensive from 01.01.2023!
CORPORATE
External liability
Basics of liability cases and lawsuits against GmbH managing directors
CORPORATE
Internal liability
Basics of liability cases and lawsuits against GmbH managing directors