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Latest documents

• OLNS#8: ESOPs, VSOPs & Co – Structuring / Taxes / Practical Issues (Revised & Updated Edition)

  Employee ownership (sometimes also called "employee participation") plays a critical role in attracting and retaining top talent for fledgling young companies and aspiring growth companies alike. Stock options and similar structures, reward employees for taking the risk of joining a company in a high-risk and rapidly evolving environment and give them a stake in their company's future success. For start-ups, giving "equity" is one of the main levers to recruit the top talent they need—because let's face it, they can't compete with the salaries or job security that more established players provide. But here's the key: employee equity isn't just about getting people in the door—it's about keeping them inspired and committed for the long haul. Allow one of the more seasoned authors among us to make a metaphor: Employee ownership is like a marriage. Granting stock options is the fun and easy part—like getting married. But designing and implementing a scheme that keeps your best people engaged year after year (i.e., staying married, or even better: staying happily married)—that's where the real work (and reward) lies. In today's hyper-competitive start-up and tech landscape— especially in fields like AI and deep tech—retaining top talent can sometimes be an Olympic-level challenge.

• Software Due Diligence: Risikominimierung in M&A Transaktionen

  Software ist längst nicht mehr nur ein Baustein moderner Geschäftsmodelle, sondern oft ihr Taktgeber: als Kernprodukt, als Grundlage digitaler Prozesse oder zur Steuerung von Maschinen und Geräten. Wertschöpfung ist dort möglich, wo Software reibungslos, rechtssicher und skalierbar eingesetzt werden kann. Eine sorgfältige und interdisziplinäre Softwareprüfung (Due Diligence) ist daher ein Grundpfeiler in M&A-Transaktionen, insbesondere beim Erwerb von Technologieunternehmen, und kann maßgeblich zum kommerziellen Erfolg einer Akquisition beitragen. Welche rechtlichen Risiken bestehen hier für Käufer, und wie können sie diese minimieren oder gar ausräumen, um ihre Handlungsspielräume zu erweitern? Ursprünglich veröffentlicht in M&A Review – November 2025.

• German Insolvency Law - Rights and Duties of the Creditors' Committee

  RIGHTS AND DUTIES OF THE CREDITORS' COMMITTEE - The principal body representing insolvency creditors is the creditors' assembly, through which creditors jointly exercise their rights vis-a-vis the insolvency debtor, the insolvency court and the insolvency administrator. Another important body that ensures creditor autonomy is the creditors' committee (Gläubigerausschuss), a representative body typically elected by the creditors' assembly. The creditors' committee's role is comparable to the monitoring bodies of a supervisory or advisory board under corporate law, and its primary functions include supervisory and supporting tasks vis-a-vis the insolvency administrator

• Insurance M&A - A quick Guide to Acquiring a German Insurance Company

  REGULATORY BACKGROUND - In this section, we provide an overview of the regulatory framework in which insurance companies operate in Germany. As used in this overview, the term insurance company includes primary insurance companies (Erstversicherungen), reinsurance companies (Rückversicherungen) and insurance holding companies (Versicherungs-Holdinggesellschaften).

• Works Council Elections in Germany in Spring 2026

  Germany’s regular Works Council elections will take place between March and May 2026. Expect increased employee engagement and, in some cases, first time election initiatives. Now is the time to prepare to manage process, risk, and communications. Election timeline and uncertainty - Most employers face scoping questions across complex structures and remote workforces. First time initiatives may emerge quickly, often with protected initiators. Preparation is essential even where the establishment set up or voter eligibility is not yet fully clear. How are employers preparing? Organizations are mapping establishment structures, verifying headcount, drafting voter lists, training managers on do’s and don’ts, and aligning a factual, non coercive communications plan for the election window.

• Neuere Entwicklungen im Steuerrecht BVerfG-Beschluss zur Mindestbesteuerung

  1 Das BVerfG entschied mit Beschluss vom 23.7.2025, dass die Regelungen zur sog. Mindestgewinnbesteuerung bei der Körperschaft- und Gewerbesteuer mit dem Grundgesetz vereinbar sind. Damit findet nach mehr als elf Jahren ein konkretes Normenkontrollverfahren aufgrund eines Vorlagebeschlusses des BFH seinen Abschluss. Der BFH hatte dem BVerfG im Jahr 2014 die Frage nach der Verfassungsmäßigkeit der Mindestgewinnbesteuerung in Sonderkonstellationen vorgelegt, in denen die Mindestbesteuerung zu einem Definitiveffekt führt;...

• Navigating German FDI Rules

  KEY CONSIDERATIONS AND PRACTICAL INSIGHTS FOR VENTURE CAPITAL INVESTORS - Germany’s foreign direct investment (FDI) regime has been expanded considerably in recent years, mirroring a global trend towards increased scrutiny of cross-border investments, and particularly targeting evolving sectors, such as Artificial Intelligence (AI), quantum computing, robotics and semiconductors. For venture capital (VC) investors that are often involved in early-stage investments in both High Tech and Deep Tech start-ups focusing on such advanced and pioneering technologies, navigating these rules is crucial to ensure smooth transactions and avoid regulatory pitfalls. This overview outlines the key issues, practical considerations, and anticipated developments that VC investors and start-ups should bear in mind.

• The first blooms of spring and a new coalition agreement in Germany Spring fever for the infrastructure and energy sectors?

  In sync with the German cherry blossom, the new coalition of CDU/CSU (conservative) and SPD (social democrats) published their coalition agreement on 9 April 2025. Following the formal approval of the agreement by the parties and Friedrich Merz’ election as chancellor on 6 May 2025, its implementation can begin. With this insight we want to provide you with an overview of what the energy and infrastructure sector can expect from the German government over the next four years. 'Remaining an industrialized country and becoming carbon neutral (by 2045)' – what does that mean for you and your opportunities? Summary: overarching goals The new coalition recognizes the challenges of global warming and continues to commit to implementing the Paris Agreement. Germany shall be climate neutral by 2045 and the coalition agreement lays out some envisaged measures to reach that goal. At the same time, economic growth will have to be stimulated while also complying with the constitutional debt brake. To achieve this, the coalition agreement sets out the following:

• Germany: employment law aspects of the coalition agreement at a glance

  The coalition agreement between the CDU/CSU and the SPD, titled “Responsibility for Germany,” was announced on April 9, 2025. It outlines the future political strategy for Germany, addressing several aspects of employment law. While the agreement does not include any major breakthroughs or groundbreaking reforms, it initiates several “small-step” changes. Notably, more drastic measures proposed by the SPD, such as the abolition of fixed-term employment without objective reasons, are not included in the final coalition agreement. The key points relevant to businesses operating in Germany are also summarized below: - Inclusion of new self-employed contractors in the statutory retirement system: As already envisaged in the joint paper published after the exploratory talks, the coalition intends to require all new self-employed individuals that are not part of a specific professional retirement scheme (e.g., physicians, lawyers, architects, dentists, etc.) to contribute to the statutory retirement scheme. This will reduce certain financial risks related to ‘false’ self-employment. However, this change is expected to increase costs for businesses working with individual self-employed contractors, as the costs will likely be passed on to the contractors’ business partners.

• Growth and Hurdle Shares in German Start ups – Structures / Practical Implementation / Empirical Data

  In German start-ups, Growth Shares are particularly intriguing for motivating key employees and late co-founders. This is especially true when the company has already reached a substantive equity value, making further stakes in the company hardly affordable or burdened with hefty taxes. While for "standard" shares, the latest amendments of sec.19a German Income Tax Act (Einkommensteuergesetz – "EStG") now allow to defer the wage tax on the non-cash benefit, a better tax treatment can often be achieved with Growth Shares.

Featured documents

• New German Employee Privacy Proposal is a Mixed Blessing

  The German government has approved a bill that would substantially amend the country’s framework data protection law, the Bundesdatenschutzgesetz (‘‘BDSG’’), with a focus on human resources data.1 The bill follows Chancellor Angela Merkel’s promise to revise the BDSG after a wave of corporate...

• Labor Courts in Germany extend Employer’s Rights to Monitor and Control Employee IT Devices

  In a series of recent verdicts since 2011, Higher Labor Courts in Germany have increased the employer’s scope to monitor and control employees’ use of provided company IT and to sanction breaches of contract and statutory law discovered hereby....

• New German Cartel Fine Guidelines

  The German Federal Cartel Office has just published new Guidelines on the Setting of Fines for antitrust law infringements. With these guidelines, the German Federal Cartel Office departs from the method of setting fines used by the European Commission and other national competition authorities in ...

• Financial Services Quarterly Report - Fourth Quarter 2013: Delegated Portfolio Managers – Risk Takers or Not?

  German management companies (KVGs, formerly known as KAGs) that manage alternative investment funds (AIFs) within the meaning of the Alternative Investment Fund Managers Directive (AIFMD) are considered to be alternative investment fund managers (AIFMs). Subject to de minimis exemptions, therefore, ...

• Transfer of Fixed-Term Lease Agreements in a Corporate Acquisition by Way of Asset Deal: Beware the Written Form!

  When transferring fixed-term lease agreements by singular succession in an asset deal, parties should ensure the transfer complies with the written form requirement. A recent judgment1 from the German Federal Supreme Court confirmed established case-law2 regarding compliance with the...

• The Alternative Investment Fund Managers Directive—Implementation in Germany

  Following up on our Client Alert as of 18 February 2014 which covered the implications the EU Alternative Investment Fund Managers Directive (AIFMD) will have on US fund managers in general, this Client Alert sets out the essentials of the implementation of the AIFMD in Germany. Such implementation ...

• Prohibition of Deduction of Trade Tax Is Constitutional

  The legislative concept of the Corporate Tax Reform of 2008 justifies fiscally motivated individual provisions. The first senate of the Federal Fiscal Court (Bundesfinanzhof, BFH) dealt with the consequences of the far reaching Corporate Tax Reform Act of 2008 in a judgment dated 17 January 2014 ...

• Sexual Materials and Divorce

  The world of divorce can be a messy and scary place. One area that is problematic is when a couple, during happier times, engaged in filming or photographing nude or sexual acts, which were done merely to illustrate the couples love for one another. However, once the love is gone and a divorce is...

• "Germany: High-Profile Enforcement Actions and Increased Cartel Prosecution Dominate Enforcement Landscape"

  Several high-profile corporate criminal investigations and prosecutions in Germany have led to the scrutiny of directors and officers for failure of controls and supervision. Several recent notable German enforcement actions against directors and officers under both private and criminal law...

• German decision on collective redress

  Cartel Damage Claims, a Belgian SPV for the collection of follow-on damages in antitrust litigation, has lost an appeal against six members of the so-called German cement cartel. On 18 February 2015, the Higher Regional Court of Düsseldorf upheld a judgment of the Regional Court of Düsseldorf1...