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Convertible loans have been a popular financing tool for investors and young companies in recent years. Yet there is always uncertainty as to when a convertible loan requires notarial form. Courts and literature do not agree on this either, and a decision by the Federal Court of Justice (BGH) is still not foreseeable. This legal...

The commercial register contains a lot of publicly accessible information on companies and merchants. As a new decision of the German Federal Court of Justice (Bundesgerichtshof, BGH) shows that can be relevant not only in contractual relationships, but also in legal disputes. The decision of the BGH of May 24, 2023 (Case No. VII ZB...

According to the Federal Social Court (ruling of July 20, 2023 – B 12 BA 1/23 R), the sole shareholder and managing director of an entrepreneurial company can also be a dependent employee and thus subject to social insurance contributions if he or she is actually integrated into the company’s organization on the basis of...

The International Trademark Association (INTA) published a comprehensive report in April 2023 entitled “Trademarks in the Metaverse,” which addresses the various challenges posed by the emergence of the Metaverse. In doing so, INTA identified a number of problem areas that need to be addressed, particularly with respect to the protection of intellectual property rights in...

The Metaverse: Ever since Mark Zuckerberg announced that he was renaming his company from “Facebook” to “Meta”, everyone’s been talking about it. Major technology companies such as Microsoft and Google have announced that they will be investing billions in building the Metaverse over the coming decades, and other companies from a variety of industries have...

The traffic light coalition is planning to reform hospital care. The federal and state governments agreed on key points on July 10, 2023. Of the 16 states, 14 voted in favor. Schleswig-Holstein abstained and Bavaria voted against. The starting point for the key points paper is the preliminary work from North Rhine-Westphalia. Federal Health Minister...

The free movement of workers precludes the regulation of a member state which makes compensation for loss of earnings in the event of quarantine dependent on the fact that a quarantine measure has been imposed by its own administrative authorities, as such a regulation could lead to indirect discrimination against migrant workers. This was decided...

A silent partner may terminate the silent partnership for cause for being persistently denied information despite the information right being only contractually agreed. This was decided by the Hamm Higher Regional Court (Oberlandesgericht, “OLG”) on February 1, 2023 (Ref.: 8 U 29/22). Facts The decision of the OLG Hamm is based on the following facts:...

The liability of a managing director of a limited liability company (GmbH) requires the violation of a specific duty in his function as a management body of the company. For other breaches of duty by the managing director, liability is determined by the general provisions of civil law. This was decided by the Zweibrücken Higher...

On July 1, 2023, the new foundation law came into effect. It applies to all foundations with legal capacity under German law (rechtsfähige Stiftungen), i.e. all foundations with the own legal ability to enter into contracts, own assets, and exercise legal rights and obligations. Indirectly, the new legislation also concerns other forms of foundations, such...