Jones Day (JD Supra Germany)

36 results for Jones Day (JD Supra Germany)

  • Additional Changes in German Foreign Direct Investment Control

    The 17th amendment to the German Foreign Trade and Payment Ordinance ("AWV") adopted by the federal government on April 27, 2021, included—compared to the original draft—a number of changes relevant to M&A transactions with a nexus to Germany. A draft 17th amendment to the AWV was published in late January 2021. While the 17th amendment as adopted is generally in line...

  • Will German Banks Have to Scrutinize Their Customers for ESG Compliance?

    German financial institutions may need to consider a risk framework for monitoring their customers' compliance with social and environmental standards. The German Federal Government recently proposed a draft act on corporate due diligence to prevent human rights violations in supply chains ("CDDA"). While most provisions of the CDDA are tailored to scenarios in which a...

  • Germany Adopts New Competition Rules for Tech Platforms

    The Development: The Bundestag, the German legislature, amended Germany's antitrust laws to include special competition rules for digital platform "companies with overwhelming importance for competition across multiple markets." The amendments, known as the GWB Digitization Act or ARC Amendments, also substantially raise Germany's merger control filing thresholds. The...

  • Beyond Masks: German Works Councils Play Key Role in Employee Safety

    The Situation: The right of German works councils to co-determine matters relating to employee health and safety takes on added significance during the COVID-19 pandemic. The Result: The works council's right of co-determination is triggered when an employer must implement health and safety protections in accordance with legislation or public safety regulations, but retains discretion...

  • Boosting Blockchain: Germany to Introduce Electronic Securities

    The Situation: The requirement for a paper-based note for issuing securities under the German law has been an obstacle for the use of security tokens in Germany. With the release of a draft bill (the "Bill") permitting the issuance of electronic bearer bonds under German law, Germany is paving the way for digitalizing its financial markets. The Result: The Bill now proposes to remove...

  • Germany Tightens Foreign Direct Investment Control in Light of COVID-19 Pandemic - COVID-19-related amendment expands the scope of investment review particularly in the healthcare sector.

    On May 20, 2020, the German Federal government adopted the 15th amendment to the Foreign Trade and Payments Ordinance (AWV). The changes to the AWV will be effective shortly, after publication in the Federal Gazette. Prompted by the COVID-19 pandemic, the amendment expands the scope of investment review particularly in the healthcare sector...

  • Coronavirus in Germany—What Employers Must Keep in Mind

    The coronavirus (COVID-19) pandemic is a challenge for employers and employees. Companies must protect their employees' health and at the same time try to keep the business running. Not all companies can organize home-office work, and many simply have to shut down for some time. As we are starting the return-to-work phase, employers have to establish new health and safety protocols for the...

  • Key German Labor and Employment Law Developments of 2019 and What’s to Come in 2020

    As the new year begins, it is a good time to look at key developments in German labor and employment law in 2019 and look ahead in 2020. With respect to 2019, corporate legal and human resources departments should be aware of new court rulings addressing fixed-term employment contracts, working time recording, the notorious two-week deadline for instant dismissals, and enhanced flexibility in...

  • Germany Plans New Restrictions For Foreign Investors and Technology Transfers - On November 29, 2019, the German government published its "Industry Strategy 2030" paper, which has potential implications for Germany's foreign direct investment control ("AWV") regime and for transfers of technology outside of Germany.

    Over the past few years, Germany has strengthened the AWV regime. In parallel, the relevance of Germany's foreign direct investment control investigations for M&A transactions involving non-EU investors has grown. Even investments in German targets by, say, U.S. investors have been investigated. While the new strategy paper is still a nonbinding policy document, it clearly...

  • Germany’s "Corporate Sanctions Act": The Path to Corporate Criminal Liability

    The Situation: On August 22, 2019, the German Ministry of Justice and Consumer Protection presented the draft Corporate Sanctions Act ("CSA"), a bill that would establish corporate criminal liability in Germany. The Result: The Bundestag (the parliament of Germany) is expected to adopt the CSA, which would authorize the criminal prosecution of a company under certain...

  • German Government Implements Stricter Anti-Money Laundering Rules for Real Estate Sector - Changes to the German anti-money laundering rules require real estate agents to review their risk management systems.

    Money laundering risks in the real estate sector have moved increasingly into focus in recent years. The German Government is about to implement stricter anti-money laundering rules following the enactment of the Fourth Money Laundering Directive in 2015 ("AML Rules"). The draft legislation in particular includes extended risk assessment and reporting requirements for real estate agents

  • Germany to Implement EU Anti-Money Laundering Directive with Cryptocurrency Licensing Requirements

    The Situation: The G20, a forum for governments and central bank governors from 19 countries and the European Union, had made the decision to combat money laundering and terrorism financing activities tied to the use of cryptoassets. The Action: The German Federal Ministry of Finance has published guidance on its Draft Act implementing the 5th EU Anti-Money Laundering Directive ("AMLD5"

  • Tightening of German Real Estate Transfer Tax Rules for Share Deals

    The Situation: Under the German real estate transfer tax ("RETT") law, RETT is not only triggered on the direct acquisition of German properties, but also in case of share deals involving companies with German properties, if certain acquisition or investment thresholds are exceeded. The RETT rules are expected to be tightened significantly for share deals as of January 1, 2020. The...

  • When Fixed-Term Employment in Germany is Actually Indefinite: Understanding Recent Labor Court Decisions

    The Situation: The German Federal Labor Court had to decide on the question whether a seemingly fixed-term employment is actually an indefinite employment. Prior to the latest hire, the same employee was already employed for a term of one and a half years until about eight years ago. The Result: The Federal Labor Court held that in the circumstances at hand the employment is deemed to...

  • Germany Expands Its Powers to Block Takeovers by Foreign Investors

    The German government lowered the threshold for acquisitions of German companies by non-EU and non-European Free Trade Association ("EFTA") acquirers. Germany has expanded its powers to block takeovers of German companies by non-EU investors by lowering the applicable thresholds and expanding the definition of critical infrastructure under the German Foreign Trade and...

  • New Insurance Risks for Directors & Officers in Germany

    The Situation: Claims brought by insolvency administrators under Section 64 of the German Limited Liability Companies Act are not only among the most common, but also the most financially significant, claims faced by the directors of distressed German companies. The Development: In a landmark decision, the Higher Regional Court of Düsseldorf recently determined that claims brought...

  • Game Changer for Cryptocurrency in Germany? Court Holds No License Required to Trade Bitcoins

    The Court Decision: On September 25, 2018, the Higher Regional Court of Berlin held that bitcoins would not qualify as financial instruments for the purposes of the German Banking Act (Kreditwesengesetz, "KWG"), thus dismissing the licensing requirement for bitcoin-related investment activities in Germany. The German Regulator's View: The decision is in contrast to the...

  • The Tricky Issue of Repayment of a Bonus under German Law

    Some employers like the concept that employees must repay a bonus if the employee is no longer employed as of a certain date. This may be permissible in Germany, but only under narrow circumstances. On June 27, 2018, the Federal Labor Court (Bundesarbeitsgericht or "BAG") decided on a case in which a bonus provision provided for a bonus payment no later than December 1 but...

  • German Federal Labor Court Approves Strikebreaker Premium

    The German Federal Labor Court (Bundesarbeitsgericht) ("BAG") held, on August 14, 2018, that it is permissible for an employer to promise employees a premium if they refuse to participate in a strike. The plaintiff in this case was an employee who participated in a union strike and then sued the employer for payment of a strikebreaker premium. The employee claimed to be...

  • Germany Blocks Two Transactions Involving Chinese Investors on National Security Grounds

    The Situation: Germany prevented State Grid Corporation of China ("SGCC") from acquiring a 20 percent minority stake in 50Hertz, one of Germany's four providers of high-voltage transmission systems, as well as the acquisition of a German specialist in high-strength metal forming by a French/Chinese consortium. The Reason: Both transactions were prevented based on concerns of...

  • Germany Introduces Class Actions for Consumer Claims

    The Situation: The German Parliament has approved the Act on Model Declaratory Proceedings ("Act"), which introduces, for the first time, class action-style litigation for consumer claims. The Plan: The Act will give qualified institutions the right to raise claims on behalf of groups of consumers in order to obtain a declaratory judgment...

  • German Government Releases Draft Act on Class Actions in Germany

    The Situation: As agreed in the Coalition Contract of the current German government, the Federal Ministry of Justice officially presented the Act on Model Declaratory Proceedings ("Draft Act") on May 9, 2018, after protracted last-minute negotiations within the government. The Plan: The Draft Act, if ratified, would give qualified institutions the right to raise claims on...

  • Non-German Real Estate Funds (and Trusts) as Eligible Investments for German Real Estate Funds

    The Situation: Due to strict investment rules governing German open-ended real estate funds, questions remained regarding whether those funds could indirectly invest in non-German real estate, via structures or vehicles qualifying as real estate funds. The Development: Based on an interpretive decision by the German Federal Financial Services Authority, German real estate funds,...

  • Germany Plans Class Action Legislation in 2018

    The Situation: German law does not provide a means of collective redress for consumer claims. Attempts to introduce a corresponding act in the previous legislative term were made; however, no political agreement was reached on the draft act. The Plan: In 2018, Germany plans to introduce a proceeding for model claims, giving groups of consumers the right to combine their claims and sue as one....

  • German Supreme Court Issues Landmark Ruling on Unfair Trading Practices

    The Situation: Market-dominant and powerful companies in Germany are subject to a number of rules that are significantly broader and stricter than the European Union's, Article 102 AEUV, which prohibits the abuse of a dominant position. The Development: A recent decision by the German Supreme Court provides guidance on a previously rarely applied prohibition on demanding unjustified...

  • German Court Voids Defect-Curing Clauses in Written Form Lease Agreements

    The Situation: A decision by the German Federal Court of Justice has made null and void written form defect-curing clauses in lease agreements. The Result: It is likely that more tenants and landlords will attempt to terminate lease agreements prematurely based on an alleged written form defect.

  • New German Money Laundering Act Establishes Additional Transparency Requirements for Certain Listed Companies, European Capital Markets Update

    On 25 June 2017, the new German Money Laundering Act came into force, which primarily implements the 4th European Anti-Money-Laundering Directive (EU 2015/849) into German law. Among others, the Act establishes a new "Transparency Register", where the (ultimate) beneficial owners of corporate and other legal entities incorporated within Germany will be registered.

  • New German Money Laundering Act Introduces Beneficial Ownership Register (Transparenzregister)

    The Background: As part of the implementation of the European Anti-Money Laundering Directive (EU Directive 2015/849), a new German Money Laundering Act has come into effect.

  • German Government Expands Authority Over Takeovers by Investors from Outside the EU

    On July 18, 2017, the German government enacted changes to the Foreign Trade and Payments Ordinance ("AWV") that significantly expand the scope of the law....

  • Majority Rules: German Constitutional Court Confirms Constitutionality of Tariff Unity Act

    On July 11, 2017, the German Federal Constitutional Court in essence rejected actions by certain smaller trade unions against a "tariff unity" law introduced almost exactly two years before. This is a major setback for trade unions representing small but important key personnel within companies, such as pilots, air traffic controllers, train drivers, and employed physicians. The...

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