Corporate / M&A
We advise companies, shareholders, investors, managing directors, board members and supervisory board members comprehensively on all questions of national and international corporate law. This applies both to structuring advice (structuring, transformations, liability avoidance) and to disputes (shareholder disputes, court disputes, arbitration proceedings).
We are experienced in corporate transactions (including M&A, private equity, venture capital), tax structuring and succession planning.
Together with our specialists in the fields of capital market law, intellectual property law, tax law and antitrust law, we represent your interests in a goal-oriented, assertive and long-term manner.
Corporate Directors and Officers Personally Liable for Insufficient Insurance Coverage, D&O-Insurace counts
/by Christoph Schmitz-SchunkenThe 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.
Inheritance tax / estate planning / business succession
/by Christoph Schmitz-SchunkenSections 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.
Dismissal of the GmbH managing director
/by Christoph Schmitz-SchunkenIn 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.
Voting prohibitions in corporation and partnership law
/by Christoph Schmitz-SchunkenIn company law, you must separate the company’s legal issues from the shareholders’.
BGH (German Federal Court of Justice) confirms minority protection in a de facto group
/by Christoph Schmitz-SchunkenVoting 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.
New opportunities for capital funding for start-ups and growth-oriented companies
/by Christoph Schmitz-SchunkenOn 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.
Partnership-register & Co.: What the German act on modernization of partnership law (MoPeG) means for civil partnerships (GBR) from 01.01.24
/by Christoph Schmitz-SchunkenThe 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.
Law to reduce bureaucracy: Draft bureaucracy relief act IV presented – the next paper tiger!
/by Christoph Schmitz-SchunkenIt 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.
BGH tightens duties to provide information in due diligence audits to the detriment of the seller
/by Christoph Schmitz-Schunkenduties to provide information in due diligence audits that are subject to compensation
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
/by Christoph Schmitz-SchunkenIt 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.
Real estate structuring again at the end of the year?
/by Christoph Schmitz-SchunkenImpact of the Act on the Modernization of Partnership Law (MoPEG) on real estate transfer tax
Prohibition of voting in shareholders’ meetings
/by Christoph Schmitz-SchunkenBGH (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
Management board and supervisory board in a stock corporation: Separate and yet together?
/by Christoph Schmitz-SchunkenUnlike Anglo-American corporate law, the continental European corporate tradition distinguishes two boards involved in corporate governance in stock corporation law.
What is the correct interest rate for loans from a corporation to its shareholders?
/by Christoph Schmitz-SchunkenBFH (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 -)
GmbH & Co. KG (limited commercial partnership): Federal court of justice (BGH) completes its case law on management liability
/by Christoph Schmitz-SchunkenBGH 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.
Private address of the managing director in the commercial register?
/by Christoph Schmitz-SchunkenAs a publicly accessible register, the commercial register fulfills an essential purpose: it should clarify which “flesh and blood” persons are behind a corporation.
Virtual shareholders’ meeting of the GmbH: Statutory regulation makes many things easier, but articles of associations are still important
/by Christoph Schmitz-SchunkenThe GmbH law previously stipulated that shareholders had to meet in person to pass resolutions as a shareholders’ meeting.
BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing
/by Christoph Schmitz-SchunkenWhen 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.
Not only for reorganisation: Debt-to-Equity-Swap
/by Christoph Schmitz-SchunkenA company is in crisis. The financing servicing is at risk, and refinancing through banks is difficult due to the existing financing structure.
External liability – Managing director liability in corporations
/by Christoph Schmitz-SchunkenIn 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.
Internal liability – Handbook on managing director liability
/by Christoph Schmitz-SchunkenHandbook managing director liability – Part 1 – Internal liability
Handbook on managing director liability
/by Christoph Schmitz-SchunkenHandbook: Basics of liability cases and lawsuits against GmbH managing directors