JD Supra Germany

JD Supra
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Latest documents

  • Taxation of crypto-currencies and block-chain transactions

    In 2008, a developer - known only under the pseudonym "Satoshi Nakamoto"- published the first whitepaper for the crypto-currency "Bitcoin", which has proven to be a highly volatile investment for currency speculators. The first currency-token2 is based on the blockchain - a distributed ledger technology. Please see full Publication below for more information.

  • Public Takeovers in Germany Newsletter 2022

    Welcome to the fifth edition of our “Public Takeovers in Germany” newsletter. It provides an overview of public takeovers carried out in Germany in 2021 under the German Securities Acquisition and Takeover Act (WpÜG) and of recent developments in German public takeover law. As a global law firm, we are constantly observing the M&A markets in Germany and abroad. We would like to share our insights with you in this newsletter. Please see full Newsletter below for more information.

  • Öffentliche Übernahmen in Deutschland Newsletter 2022

    Herzlich willkommen zur fünften Ausgabe unseres Newsletters “Öffentliche Übernahmen in Deutschland”. Er gibt einen Marktüberblick über die im zurückliegenden Jahr 2021 in Deutschland nach dem Wertpapier- und Übernahmegesetz (WpÜG) durchgeführten öffentlichen Übernahmen und die aktuellen Rechtsentwicklungen im deutschen Übernahmerecht. Als eine global agierende Rechtsanwaltskanzlei beobachten wir fortlaufend den M&A-Markt im In- und Ausland. Die hierbei gewonnenen Erkenntnisse möchten wir mit Ihnen mit diesem Newsletter teilen.

  • Takeover Monitor: Special Issue: German Federal Court of Justice on Non-Tendering Shareholders

    With this issue we supplement the documentation of public tender offers in Germany by our Morgan Lewis takeover monitor for Morgan Lewis clients and interested persons with respect to recent judgments of the German Federal Court of Justice relating to public tender offers under the German Securities Acquisition and Takeover Act as well as legislative developments relating to German takeover law. RECENT CASE LAW RELATING TO PUBLIC TENDER OFFERS UNDER THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WPÜG): The German Federal Court of Justice (FCJ) pronounced on November 23, 2021 two judgments in parallel proceedings that may have landmark effect. In contrast to the FCJ’s earlier judgment of July 29, 2014,2 in which the FCJ discussed claims of a shareholder who had accepted the concerned public takeover offer and held that if the consideration offered in the context of a takeover offer is not adequate, then shareholders who accepted the takeover offer are entitled to a claim for payment of the adequate consideration against the offeror, the FCJ now discusses claims brought by shareholders or, respectively, swap holders who had declined to accept a public takeover offer, which they claimed was underpriced. Please see full Publication below for more information.

  • Establishing a Business Entity in Germany (Updated)

    Anyone can establish a business in Germany - irrespective of citizenship, nationality, or place of residence. There is no specific investment legislation for foreign entrepreneurs. Any entrepreneur can make his choice from an exclusive group of different types of legal entities to establish a new company in Germany. I. Types of Legal Entities - Entrepreneurs can establish a business by either opting for a corporation or a partnership or conducting business via a Germany-based branch office. Please see full Chapter below for more information.

  • Orrick's 101 - Employers' Essentials 2022 Edition

    Every player interested or already active in the German market needs to have a working knowledge of the key principles of German employment law which offers a good level of protection to employees. This is especially true for multinationals not fully familiar with the concepts of co-determination and dismissal protection, both key elements of German employment law and widespread in the EU. This 101 gives a high level overview of key practical issues employers face. Remuneration Salary can generally be freely negotiated between employer and employee except collective bargaining agreements do apply. The Minimum Wage Act (Mindestlohngesetz – MiLoG) currently provides for a statutory minimum wage of € 9.82 gross per hour. The minimum wage will increase to € 10.45 gross per hour as of July 1, 2022. The federal government has announced that it plans to increase the minimum wage to € 12.00 gross per hour by way of an additional increase already in 2022. It is generally binding for all employment relationships and for all employers no matter what size and sector. Only very few exceptions apply to certain employee groups (e.g., students, interns). Please see full Publication below for more information.

  • Orrick's 101 - Agency Work - November 2021

    1. What is Agency Work? Agency work (Arbeitnehmerüberlassung) is a highly regulated business area in Germany and occurs when an employer (Agency) provides a third party (Client) with an employee employed by him, the Agency Worker (Agency Worker). The Agency Worker is fully integrated into the Client's work organization and is subject to the Client's instructions. The employment relationship, however, exists between the Agency and the Agency Worker, no employment relationship between the Client and the Agency Worker is being established. 2. What Alternatives Exist to Agency Work? Third-party personnel deployment on the basis of a service contract (Dienstvertrag) or work contract (Werkvertrag) is to be distinguished from agency work. In distinction to agency work, the employees remain included in the service provider's/contractor's organization and are subject to their instructions, although working at a third party. In these cases, the rules on agency work do not apply. However, great caution is indicated here: If it should turn out that, despite the agreement of a service or work contract, the employees were integrated into the third party's organization, this can be a case of unauthorized agency work, which can result in fines for Agency and Client and the creation of an employment relationship between the Client and the Agency Worker Please see full Publication below for more information.

  • Orrick’s 101 – Labor Court Proceedings

    Labor court proceedings are of great importance in Germany. Employees and employers often meet again in court, especially when it comes to the termination of their employment relationship. The German labor court procedure has several particularities that must be observed by the employer when having a legal dispute. This Q&A two pager gives an overview of labor court proceedings in Germany. 1. Which courts are responsible for labor disputes and what are the stages of appeal? There is a separate and exclusive jurisdiction for labor law matters, which is part of the civil jurisdiction. The first instance of labor law jurisdiction is the local labor court (Arbeitsgericht), the next highest is the Regional Labor Court (Landesarbeitsgericht) and the highest is the Federal Labor Court (Bundesarbeitsgericht). Please see full Publication below for more information.

  • Regulatory Monitoring - relevant developments regarding German and European regulatory law (UPDATED

    Our monthly regulatory newsletter monitors all relevant developments regarding German and European regulatory law in English language. Please see full Publication below for more information.

  • „Green Leases“ auf dem Weg zum Branchenstandard?

    Ausgehend von der politischen Vorgabe, bis zum Jahr 2050 einen CO2-neutralen Gebäudebestand zu erreichen, spielen die Themen Nachhaltigkeit und ESG (Environment, Social, Governance) in letzter Zeit in der Immobilienwirtschaft eine immer größere Rolle. Der Druck, eine entsprechende ESG-Strategie zu implementieren steigt dabei nicht nur auf regulierte Immobilieninvestoren, sondern zunehmend auch auf unregulierte Marktteilnehmer. Durch die kürzlich in Kraft getretene Offenlegungsverordnung hat sich dies noch verstärkt und immer mehr Eigentümer fühlen sich im Obligo, Nachhaltigkeitskriterien ihres Gebäudebestandes zu erhöhen...

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