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Perhaps without you noticing it, the government has been conducting continuous supervision of all domestic legal entities and foreign legal entities with a principal or branch establishment in the Netherlands since 2011. This was not always the case. The development of the supervision of legal entities and current implementation thereof ... Read More »
Category Archives: Corporate law
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Novelization of the Czech Insolvency Act 2017 (part two)
July 20, 2017
The article is devoted to most important changes brought by the novelization of the Czech Insolvency Act, i.e. the Act No. 64/2017 Coll., by which the Act No. 182/2008 Coll., the Insolvency Act („the IA“), is amended, which became effective as of 1st July 2017. In part two we bring ... Read More »
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Novelization of the Czech Insolvency Act 2017 (part one)
July 19, 2017
This article is focused on main changes introduced by the last novelization of the Czech Insolvency Act, i.e. the Act No. 64/2017 Coll., by which the Act No. 182/2008 Coll., the Insolvency Act („the IA“), is amended, which became effective as of 1st July 2017. The aim of this rather ... Read More »
Tax-Loss Carryfowards of Corporations. What is new? What should be done?
July 19, 2017
The German legislator has opened up new possibilities for corporations to continue to use tax losses in the event of a qualified change of shareholders. The intention is to eliminate obstacles to the capitalization of companies. Background An important downside to the acquisition of shares in a corporation (e.g. a ... Read More »
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by: Buse Heberer Fromm
in Corporate law, Germany, Tax law
Nine Reasons for the UN Convention on the International Sale of Goods
July 18, 2017
The reflexive and reckless exclusion of the UN Convention on the International Sale of Goods (CISG) from contracts of sale of goods is often a mistake. Here are nine reasons for the inclusion of the CISG. Almost reflexively choice of law clauses in international supply contracts exclude the CISG. The ... Read More »
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by: Buse Heberer Fromm
in Corporate law, Germany
Interpretation of a letter: has the buyer invoked the financing arrangement clause?
June 26, 2017
Disputes on the interpretation of agreements are a regular occurrence. See my previous contributions (1, 2) on this topic. In a recent ruling by the Supreme Court, another interpretation issue was the focus of attention. In brief, in this case the Court had to determine how a letter between business ... Read More »
Corporations: registration of documents granted by attorneys that are not registered
June 19, 2017
It is well-known that, in the field of representation of mercantile companies, the general powers are obligated to be inscribed in a sheet that is open to every company in the Mercantile Registry and that, when it comes to special powers, their inscription is optional (ex art. 94.1. 5 of ... Read More »
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by: Adarve Abogados SLP
in Corporate law, Spain
Right of the works council to be consulted applies in principle during liquidation
June 14, 2017
The right of the works council to be consulted does in principle apply in the situation where a company has been declared insolvent. In the event of a continuation or restart of a company, the liquidator shall in principle have to give the works council the opportunity to express itself ... Read More »
Following long debates: the government enacts the law promoting transparency in remuneration structures
May 9, 2017
Following the introduction of the statutory minimum wage (01/01/2015), the additional parental benefits (01/01/2015) and the gender balance for management positions (01/01/2016), which also serve to reduce the differences in remuneration between women and men, it is now the intention that an act promoting transparency in remuneration structures (EntgTranspG) will ... Read More »
Methods of industrial action in Germany
May 2, 2017
To what methods of industrial action do employers and employees actually have access under German law, and what developments are currently relevant in Germany in this context? It should be noted that there have been an increasing number of strikes in Germany in recent years. Added to this is the ... Read More »
Which court has jurisdiction in case of termination of an orally agreed distributor agreement?
April 13, 2017
A French party has been distributing Italian foodstuffs in France for an Italian supplier for more than 25 years. The parties never documented their agreements in a (written) distributor agreement, nor did they ever agree on exclusivity (agreement that the distributor may exclusively sell the supplier’s products in a specific ... Read More »
The minimum mandatory dividend: article 348 bis of the Spanish Corporate Enterprises Act
April 7, 2017
Article 348 bis of the Corporate Enterprises Act entered once again into force on January 1st, 2017. Its reactivation implies the possibility for companies’ shareholders to request the distribution of, at least, one third of the legally distributable profits arising from the company’s main business activities and, if this distribution ... Read More »
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by: Adarve Abogados SLP
in Corporate law, Spain
Reliance on third parties: how, what, when?
April 3, 2017
Ever since the Siemens and Holst Italia judgements it has been a procurement law certainty that tenderers can rely on third parties for eligibility requirements for example. And although after the high-profile ruling of the Court in Interlocutory Proceedings in Arnhem in 2009, we thought that the doctrine was fully ... Read More »
Award criteria: best price-quality ratio versus lowest price
March 30, 2017
The award criteria determine to which tenderer the contract will be awarded in a particular tendering procedure. Price is often an important sub-criterion for award in practice, but award based on the lowest price is not permitted in principle. What is actually the situation with award based on best price-quality ... Read More »
Bearer shares at the NV a thing of the past?
March 28, 2017
The Netherlands has two types of capital companies: the NV (public limited company) and the BV (private limited company). One major difference between the two company forms has to with the shares. The introduction of the flex BV (Flex Private Limited Company) has diminished the differences in this area. The ... Read More »