May 23, 2018
As from 1 January 2018 the intended concentration must be notified to the Competition Council of the Republic of Lithuania and its permission must be obtained where the combined aggregate turnover of the undertakings concerned in the business year preceding the concentration is more than EUR 20 mln. and the ... Read More »
by: LEXTAL
April 17, 2018
Companies with more than 500 employees must report now not just on financial matters. They must now also report on how they respect the rights of their workers, protect the environment and fight corruption. The law on the Implementation of the Corporate Social Responsibility Directive (CSR) came into force on ... Read More »
April 9, 2018
A management buy-out is the transfer of a company to its (managing) employees or management. It is therefore an interesting instrument for both the current owner and the successor when it comes to small and medium-sized enterprises. In particular in family-owned companies, where there is the lack of an heir ... Read More »
by: Buse Heberer Fromm
April 6, 2018
‘As we said yesterday’ here [1], the General Directorate of Registers and Notaries (‘DGRN’) decided on December 4 on the registration criteria for the registration of drag along clauses and, therefore, on any modification of the Articles of Association that will impact on the rights and obligations of the dissenting ... Read More »
by: Adarve Abogados SLP
April 3, 2018
The liability based on the continuation of the company name by the company’s buyer is an often-overlooked particularity. Under German law this can have serious consequences for the purchaser. In a recent decision, the Higher Regional Court (Oberlandesgericht) of Hamm examined the question of whether the replacement of the first ... Read More »
by: Buse Heberer Fromm
March 30, 2018
An advisory board can make a valuable contribution to ensuring the quality and objectivity of business management. Approximately 60 percent of German family businesses have set up an advisory board. The Governance Code for Family Businesses (Governance Kodex für Familienunternehmen) recommends it. Why an advisory board? An advisory board is ... Read More »
by: Buse Heberer Fromm
March 13, 2018
The European Court of Justice (“ECJ”) rendered a ruling on 22 February 2018 concerning the Dutch tax concept of “tax entity”. It concerned the application of Section 10a of the Corporation Tax Act 1969 (“Vpb”) in relation to the freedom of establishment that applies in EU law. What is the ... Read More »
March 2, 2018
ABN Amro’s supervisory board chairman Olga Zoutendijk has indicated that she will retire from her position on 1 July 2018. This decision is related to criticism of her leadership style, according to reports in the media including het Financieele Dagblad. Allegedly, she interfered actively in the decision-making process within the ... Read More »
February 23, 2018
The new European Insolvency Regulation increases the chances for companies to avoid insolvency through restructuring using an autonomous approach. Innovations are available for SMEs as well as for corporations. In the European judicial system, insolvency proceedings have been coordinated and regulated based on the European Insolvency Regulation since 2002. Once ... Read More »
February 13, 2018
The UAE’s Ministry of Economy enforces existing statutory dual licensing of non-independent branch offices. Contrary to the existing 20-year administrative practice of the Department of Economic Development (DED) in Dubai, companies now face penalties. Until recently, it was possible to license and operate non-independent branch offices of companies located in ... Read More »
by: Buse Heberer Fromm
February 9, 2018
The freedom of the shareholders to negotiate, derived from the autonomy of the will of the company contract, allows the creation of clauses and rights more or less atypical, in relation to the provisions of the Law on Corporations (hereinafter,”LSC”). One of these clauses is the so-called “drag along” clause. ... Read More »
by: Adarve Abogados SLP
January 22, 2018
The Federal Court of Justice (BGH) judged previously disputed legal questions regarding the dismissal of a management board member based on a withdrawal of confidence by the annual general meeting in favor of the shareholders. The withdrawal of confidence does not have to be explained. A corresponding resolution of the ... Read More »
by: Buse Heberer Fromm
January 18, 2018
With a judgment dated June 16, 2016, the Higher Regional Court (OLG) of Düsseldorf (File reference I-6 U 20/15) has decided that the knowledge of the managing director of the target company, who is acting as a representative and who has, from the outset, an interest in the buyer’s business ... Read More »
by: Buse Heberer Fromm
January 16, 2018
On 22 December 2017, the Belgian Parliament voted a Law which reduces Belgian corporate tax rates with effect from 1 January 2018. The law is the first part of a Company Tax Reform which aims inter alia to progressively reduce corporate income tax rates. With effect from 1 January 2018, ... Read More »
by: CEW & Partners
November 28, 2017
The novelization of the Czech Trade Licence Act, i.e. the Act No. 289/2017 Coll., by which the Act No. 455/1991 Coll., (the “Act“ or the “TLA”) and the Act No. 634/2004 Coll., on administrative fees, are amended, became effective as of 30th September 2017. In this article we will summarize ... Read More »
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