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Publications

Commemorative publication for the 80th birthday of Volker Triebel, 2021, pp. 187 – 204Current article of Sabine Otte-Gräbener on the facilitation of circular shareholder resolutions in a German private limited company (GmbH) by section 2 Covid Measures Act (COVMG) and considerations for reform

Prof. Dr. Sabine Otte-Gräbener (Berner Fleck Wettich) deals in her contribution to the commemorative publication for Volker Triebel with the legal issues and consequences in practice of the temporary exception provided for in section 2 COVMG pursuant to which shareholders can adopt resolutions by circular resolution without the consent of all shareholders notwithstanding section 48 (2) German Private Limited Companies Act (GmbHG). Besides, she presents concrete proposals for a (permanent) reform of section 48 (2) GmbHG.

Journal GWR, edition 11/2021, p. 223 and 228 Current article of Carsten Wettich on the applicability of the One-Third Participation Act and of Sabine Otte-Gräbener on he authority of the insolvency administrator to release a professional secrecy holder from its duty of confidentiality

Dr Carsten Wettich (Berner Fleck Wettich) deals with the applicability of the One-Third Participation Act in issue 11/2021 of the journal “GWR”. In its decision of 25 November 2020 (38 O 4505/20), the Regional Court of Munich I ruled that the number of employees to be determined for exceeding the threshold of 500 employees within the meaning of the One-Third Participation Act is not to be determined by counting on a certain reference date, but by taking into account the past and future development. Dr Carsten Wettich welcomes the fact that the court thus extends the principles already recognised for the question of the applicability of the MitbestG to the DrittelbG.

In the same issue, Prof. Dr. Sabine Otte-Gräbener deals with the authority of the insolvency administrator to release a professional secrecy holder from its duty of confidentiality. If a legal entity has a protected relationship of trust with a professional secrecy holder (such as an auditor), the current representative body can release the latter from its duty of confidentiality.

Journal WPg edition 9/2021, p. 608Current article of Carsten Wettich on cash compensation in the event of a squeeze-out in the existence of a domination and profit and loss transfer agreement

Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 9/2021 of the journal “WPg” with the cash compensation in the event of a squeeze-out in the existence of a domination and profit and loss transfer agreement.
The Federal Court of Justice recently ruled that the cash compensation to be paid to minority shareholders in the event of a squeeze-out under stock corporation law is generally to be determined on the basis of the present value of the compensation payments to which the minority shareholder is entitled under an intercompany agreement if this is higher than the pro rata enterprise value. The Federal Court of Justice has thus also postulated the most-favored-nation principle in this aspect. For major shareholders, this can make a forced squeeze-out of minority shareholders and the associated complete takeover of a company more expensive.

Practical seminar “The family foundation in practice” on 21/09/2020 in Frankfurtwith Thilo Fleck as speaker for current issues in foundation law

As in previous years, the seminar on the tax and foundation law support of family foundations in practice, organised by the FORUM together with the law firms Peters, Schöneberger & Partner from Munich and Berner Fleck Wettich from Düsseldorf, will take place in Frankfurt on 21 September 2021. Dr. Thilo Fleck lectures on foundation law topics, including the legal position of beneficiaries and foundation bodies (employment, remuneration, liability) as well as on the maintenance of the articles of association, structural change and reform of foundation law. The effects of the corona crisis on family foundations are also examined.

If you are interested in the event, please contact us for a discount on the participation fee for clients of Berner Fleck Wettich.

You can find more information (in German) about the event and the possibilities of registration here.

Journal GWR, edition 15/2020, p. 302 Current article of Carsten Wettich on the participation of the member of the Executive Board in his own authorisation to carry out certain transactions in the light of recent jurisprudence of Higher Regional Court of Bamberg

Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 15/2020 of the magazine “GWR” with the participation of the board member in his own authorization to carry out certain transactions. In its decision, the Bamberg Higher Regional Court commented on the question of whether the Executive Board member to be authorised can participate in the authorisation himself and, in the case of genuine joint representation, even has to participate in the two-member Executive Board. Dr. Carsten Wettich explains the consequences of the decision for practice.

Practical seminar “The family foundation in practice” on 14/09/2020 in Frankfurtwith Thilo Fleck as speaker for current issues in foundation law

As in previous years, the seminar on the tax and foundation law support of family foundations in practice, organised by the FORUM together with the law firms Peters, Schöneberger & Partner from Munich and Berner Fleck Wettich from Düsseldorf, will take place in Frankfurt on 14 September 2020. Dr. Thilo Fleck lectures on foundation law topics, including the legal position of beneficiaries and foundation bodies (employment, remuneration, liability) as well as on the maintenance of the articles of association, structural change and reform of foundation law. The effects of the corona crisis on family foundations are also examined.

If you are interested in the event, please contact us for a discount on the participation fee for clients of Berner Fleck Wettich.

You can find more information (in German) about the event and the possibilities of registration here.

Journal WPg edition 9/2020, p. 535Current article of Carsten Wettich on virtual general, shareholder and member meetings in times of COVID-19

Dr. Carsten Wettich (Berner Fleck Wettich) deals in issue 9/2020 of the journal “WPg” with virtual general, shareholder and member meetings in times of COVID-19.
The initial restrictions or contact bans imposed in Germany to combat the COVID-19 pandemic make it difficult or even impossible to hold general, shareholders’ and members’ meetings. It is currently not foreseeable how long these protective measures will remain in place. The legislator has reacted quickly to this and has given companies more possibilities to hold virtual meetings without the physical presence of shareholders or members. These are indeed arrangements limited to one year. However, the experience gained will continue to shape practice beyond the COVID 19 pandemic.

Journal SpuRt, edition 1/2019, p. 34Current article of Carsten Wettich on the confirmation by the managing director of a German GmbH against the commercial register in the light of recent jurisprudence of Higher Regional Court of Hamm

Journal WPg edition 24/2018, p. 1590 Current article of Carsten Wettich on the transformation of UK Limited companies with administrative headquarter in Germany against the background of the Brexit

Practical seminar “The family foundation in practice” on 08/04/2019 in Frankfurtwith Thilo Fleck as speaker for current issues in foundation law