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Directors’ and officers’ liability for stock corporations (AG) and limited liability companies (GmbH): Management bodies are not liable for antitrust fines imposed on the company. However, this does not constitute a “free ticket” under liability law. This is the result of a decision by the Düsseldorf Higher Regional Court. Facts of the case The judgment...

When acquiring a shelf company, the managing director has the same obligations as when registering in the commercial register for the first time. The acquisition of a shelf company occurs when the “empty shell” of a corporation is used to restart the business, but there is no longer a business operation to which it is...

The Federal Labor Court has confirmed that a letter of notification in connection with a transfer of a business must also contain information on the collectively agreed standards which are generally applicable to the acquirer of the business. However, an employee not covered by collective bargaining agreements does not have to be informed about a...

German money laundering prevention law has been tightened a lot in the last years. Taking into account the problems that still exist in this area, this is a useful approach. Anyhow: New legislation means new obligations, also for companies in Germany. Recently, the Federal Ministry of Finance presented another draft bill, this time on the...

An employer must pay damages of € 10,000 to a former employee after the latter advertised with photos and videos of the departed employee for nine months after the end of the employment relationship. This was decided by the Baden-Württemberg Regional Labor Court in a ruling dated July 27, 2023 (Case No. 3 Sa 33/22). Facts...

The last article in this series focused on the crucial steps that companies should take to protect their brands and strengthen their position against potential infringements in the metaverse. But what should companies be aware of to avoid inadvertently becoming infringers themselves if they decide to become active in this new virtual world? Three important...

If there are reliable indications that a chairman of the meeting will not chair a general meeting in accordance with the articles of association, but will instead lead it in a biased and partisan manner, the court can appoint a neutral chairman of the meeting. Facts The decision of the Düsseldorf Higher Regional Court was...

The new foundation law in Germany, effective from July 1, 2023, introduces significant changes, particularly in the context of the merger of foundations. In future and provided certain conditions are met, legally capable foundations under civil law will have the opportunity to merge onto each other (so called “Zulegung”) or to merge to create entirely...

The Federal Court of Justice (BGH) (ruling of July 21, 2023 – V ZR 112/22) recently had to deal with the question of whether a search report based on true facts for an art painting via the so-called Lost Art Database on the Internet impairs the current right holder in his property right and must...

A vote given at a shareholders’ meeting of a company cannot be withdrawn once it has been received by the chairman of the shareholder´s meeting. Even a subsequent important reason for changing the voting behavior does not change this. Facts The ruling of the Munich Higher Regional Court is based on the following facts: The...