Morrison & Foerster LLP (JD Supra Germany)

On April 21, 2021, the German federal parliament passed a new law that amends the German Real Estate Transfer Tax (RETT) Act. The new rules will lead to a significant tightening of the taxation of share deals whenever real estate property located in Germany is involved...

Das im Februar 2020 verkündete Gesetz zur Mietenbegrenzung im Wohnungswesen in Berlin, oft auch einfach als „Mietendeckel-Gesetz“ bezeichnet, ist nichtig. So hat es das Bundesverfassungsgericht heute entschieden. Damit gelten alle Regelungen des Gesetzes, insbesondere der Mietenstopp, als von Anfang an nicht existent. Auf Vermieter wie Mieter kommen Rückzahlungen von bisher aufgrund des "Mieten

Der Gesetzesentwurf zur Änderung der Besteuerung von Share Deals bei grundstückshaltenden Gesellschaften lag einige Zeit auf Eis, sprachen doch gute Gründe dafür, die gegenwärtige Regelung beizubehalten. Zum Ende der Legislaturperiode hat sich die Bundesregierung nun doch noch zu einer Gesetzesänderung durchgerungen...

Das Bundeskabinett hat am 3. März 2021 den Entwurf eines Gesetzes über unternehmerische Sorgfaltspflichten in Lieferketten („Sorgfaltspflichtengesetz“ oder „Lieferkettengesetz“) beschlossen („Regierungsentwurf“). Der Regierungsentwurf wurde vom Bundesministerium für wirtschaftliche Zusammenarbeit und Entwicklung („BMZ“) und vom Bundesministerium für Arbeit und Soziales („BAS“) nach Abstimmung...

On March 3, 2021, the German Federal Cabinet adopted an act on corporate due diligence obligations in supply chains (“Due Diligence Act”; sometimes also referred to as “Supply Chain Act”) (“Government Draft”). The Government Draft was presented by the Federal Ministry for Economic Cooperation and Development (Bundesministerium für wirtschaftliche Zusammenarbeit und Entwicklung – “BMZ”) and the...

The first season of virtual general meetings is over and the next one is imminent due to the ongoing COVID-19 pandemic. The legislature has taken this as an opportunity to not only extend the set of instruments created at the beginning of the COVID-19 pandemic until December 31, 2021, but also to adapt it again, surprisingly. There is therefore an urgent need for action for the coming AGM season..

KEY TAKEAWAYS German merger control will see some major changes in 2021. Today, the German parliament adopted the draft 10th Amendment to the German Act Against Restraints of Competition (ARC). The new amendment to the ARC will come into force within the next few weeks and bring some significant changes:...

For the first time since the Market Abuse Ordinance ("MAR") came into force in July 2016, changes to the MAR came into force on January 1, 2021, bringing practical relief for issuers, especially those in the Scale segment...

In a decree published November 6, 2020, the German tax authorities confirmed their view that transactions between non-German parties (e.g., between two U.S. companies) are generally taxable in Germany, if this income is related to IP registered in a German register (e.g., trademarks, patents). This view may have significant tax implications for the parties involved and may lead to substantial tax

Corona makes it possible! Soon there will be the opportunity to share based on a much shorter prospectus ( " reconstruction Prospect " or " short-form prospectus offering") and / or to allow the stock market. This privilege is limited to 18 months and is intended to give issuers the opportunity to raise equity quickly and inexpensively and to reduce debt...

The comprehensive reorganization of the sanctioning of companies for company-related criminal offenses through an Association Sanctions Act (“ VerSanG ”) is drawing closer. The Federal Council approved the federal government's draft law in principle, subject to manageable changes. The proposed law could therefore be implemented in the foreseeable future until the end of the legislative period in 2

Major changes in the German merger control regime can be expected for 2021. Today, the German government adopted the draft 10th Amendment to the German Act Against Restraints of Competition (the “Draft”). The Draft will now enter the parliamentary process and may hence still be subject to change...

The second of three packages of proposed 2020 amendments to the German rules on control over foreign direct investments (FDI), effective on July 17, 2020, brings a scheme of severe civil and criminal penalties and lays the groundwork for broader and intensified scrutiny of FDI. The new rules, this time primarily entailing changes to the German Foreign Trade and Payments Act (AWG), supplement the...

Effective June 3, 2020, the screening of foreign direct investments (FDIs) has been expanded in Germany with a first tranche of new rules primarily affecting the healthcare sector. This expansion of the FDI control scheme reflects a broader trend across a number of EU member states and globally. It is also a first step of a more extensive revision of German FDI control that will come into force...

The Federal Financial Supervisory Authority (BaFin) has recently confirmed the date for the change to the Voting Rights Notification Ordinance (StimmRMV) to come into force. Voting rights notifications can only be sent to BaFin and the respective issuer electronically from July 1, 2020. However, there are no changes to the content of the reporting requirements. The digitalization of voting...

EXECUTIVE SUMMARY- Effective June 3, 2020, the screening of foreign direct investments (FDI) has been expanded in Germany, with a first tranche of new rules primarily affecting the healthcare sector. Drivers for the amendments are the EU Framework Regulation that took effect in April 2019 and will be fully applicable on October 11, 2020, and the COVID-19 pandemic situation, in line with the EU...

The Federal Council today approved the Corona Tax Assistance Act. Companies and employees who are affected by the COVID-19 pandemic are to be tax-relieved by the planned measures. The Corona Tax Assistance Act specifically provides that...

On May 1, 2020 the last part of the German Trademark Law Modernization Act (Markenrechtsmodernisierungsgesetz – “MaMoG”), which contains practical relevant amendments to the procedural rules of the German trademark system, took effect...

On May 6, 2020, the Federal Government launched additional tax relief measures to improve the liquidity of the companies and employees affected by the COVID 19 pandemic and to grant tax relief. The draft law is now to be brought to the Bundestag promptly and dealt with swiftly...

The COVID-19 pandemic presents many employers and their local works councils with difficult-to-solve problems. Urgently required company agreements cannot be concluded, as negotiations with the works council previously require that the company parties sit down at one table...

On 22 April 2020, the German Federal Ministry of Justice and Consumer Protection (“BMJV”) presented the official draft bill of the Corporate Sanctioning Act (“VerSanG-E” or “Act”) as part of the “Act promoting integrity in business.” The main content of the draft Act corresponds to a preliminary draft by the BMJV that had already been unofficially circulated in the summer of 2019 and had been in...

On April 22, 2020, the German Federal Ministry of Justice and Consumer Protection ("BMJV") issued the official draft bill for an Association Sanctions Act (" VerSanG-E " or " Law") as part of a "Law to Strengthen Business Integrity". The core draft of the speaker draft corresponds to a preliminary draft of the BMJV that was already unofficially circulated in summer 2019 and was partly criticized..

The outbreak of COVID-19 has had a major impact on European economies. Many companies are facing unexpected shortages and unavailability of liquidity, revenues are stalling and some are struggling to preserve their commercial activities. In this summary, we have set out: •Management considerations for liquidity management, for assessing the impact of the availability of cash for the business...

With considerable delay and overshadowed by the urgent legislative measures to mitigate the consequences of the Covid 19 pandemic, a new version of the German Corporate Governance Code (DCGK) came into force on March 20, 2020. The new requirements, which all joint stock companies listed in the regulated market must take into account from now on, are as far-reaching as little publicity as they...

In times of the corona crisis and related administrative orders for quarantine and company closures, the question of compensation claims arises for many companies. This question has become even more topical since the compensation regulations in the Infection Protection Act (IfSG) were supplemented this week...

On March 25, 2020, the German parliament adopted a package of measures to mitigate the effects of the COVID-19 pandemic (“COVID-19 Relief Act”). This article contains an overview of the key measures for German companies, which are: •Suspension of insolvency filling obligations and insolvency-related payment restrictions;...

Due to the COVID-19 pandemic, companies cannot hold their general meetings as usual. The increasingly stringent requirements imposed by the health authorities cannot be reconciled with the presence of many participants at a general meeting. Against this background, many companies have already postponed their upcoming Annual General Meeting. However, this can cause considerable problems if, for...

In order to cushion the economic burdens of the corona crisis on private and commercial tenants, the Bundestag passed a "Law to mitigate the consequences of the COVID-19 pandemic in civil, bankruptcy and criminal procedural law" on Wednesday, March 25, 2020. This includes, among other things, regulations that are intended to protect tenants and tenants against extraordinary termination of their...

The following information is intended to help you assess whether and how the introduction of short-time work is possible and useful in your company. The federal government has now made it easier to draw short-time benefits with a regulation. These changes apply retrospectively as of March 1, 2020...

On March 13, 2020, the German government announced a billion-dollar package of measures (“protective shield for employees and companies”) to support companies economically affected by the effects of the coronavirus (COVID-19 / SARS-CoV-2). A key pillar of this protective shield are, among other things, tax policy measures that are intended to promote the liquidity of companies (see also our...