ProReal Germany 7 – Repayment Outstanding
30. August 2025
Introduction: The Importance of Managing Director Liability in the Context of the GmbH The question of liability for managing directors of a limited liability company
...Introduction to Leaver Clauses Leaver clauses are a central instrument in shareholder agreements and employee participation programs, especially for start-ups and companies focused on growth
...Insolvency-related dissolution of a GmbH: When does a tax loss realization occur? The question of when, in the event of insolvency, a tax loss
...Comprehensive legal advice on M&A transactions In the context of mergers & acquisitions (M&A), the question regularly arises whether an asset deal or share deal
...Comprehensive legal advice on M&A transactions In corporate acquisitions within the framework of Mergers & Acquisitions (M&A), the question regularly arises whether an asset deal
...Federal Court of Justice (BGH) on the Liability of Former Managing Directors – Case No.: II ZR 206/22 In cases of insolvency or over-indebtedness
...Correction is sufficient in the case of an identity-preserving change of form – Higher Regional Court of Munich 34 Wx 71/24 e Under the
...Proper Invitation to Shareholders’ Meeting is Essential – BGH II ZR 10/23 A recent decision by the Federal Court of Justice (BGH) underscores that
...Options for Corporate Restructuring The number of corporate insolvencies in Germany rose sharply in 2024. Experts predict that the situation will not ease in
...LG Darmstadt Ruling on Attendance Requirements Significant decisions are made in the shareholders’ meeting. Therefore, it is essential that the company’s articles of association
...Judgment of the BGH dated 23.04.2024 – Case No. II ZR 99/22 A post-contractual non-compete clause for managing directors of a GmbH (German limited liability
...Filing for Insolvency and Restructuring Options For various reasons, many companies in Germany face economic difficulties. Management must look for suitable solutions to overcome
...Temporary Revocation of Authority Without Court Order – Judgment of the LG Stuttgart – Az.: 49 O 142/23 According to a remarkable judgment of
...Criminal Legal Protection in D&O Insurance Managing directors carry a high risk and can also be personally liable. D&O insurance is intended to mitigate this
...Federal court of justice sees no reason for limitation of liability Shareholders with unlimited personal liability must also bear the costs of the insolvency proceedings
...BGH: Removal effective as soon as ruling is final When a shareholder is removed from a GmbH for cause, their removal takes effect from
...Draft legislation designed to modernize partnership law in Germany has formally passed into law. The amendments include changes to how defective partners’ resolutions are dealt
...Corporate law distinguishes between the official position of the managing director and his employment relationship. This must also be considered when separating from the managing
...German company law makes a distinction between a managing director’s position as an executive officer at a company and their employment relationship, and this distinction
...In insolvency law, the period for a positive continuation forecast was temporarily shortened from twelve to four months. However, this special regulation expires at the
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