Liability of managing directors in connection with a so-called economic
incorporation (wirtschaftliche Neugründung) of a German limited liability
company

The Federal Court of Justice (BGH) recently held that managing directors of so-called “shell” or “shelf” companies are only subject to personal liability pursuant to Sec. 11 para. 2 German Limited Liability Companies Act (GmbHG) if business is taken up without consent of the shareholders before publication in the commercial register of the company’s economic incorporation (wirtschaftliche Neugründung).

Liability of organ representatives – external advice necessary

The Federal Court of Justice (BGH) recently established that organ representatives of a company must obtain a written opinion of an independent qualified professional when there is doubt about the lawfulness of a certain action.

Amended German insolvency law comes into effect on 1 March 2012

On 13 December 2011 the revised German insolvency law (called ESUG) was published in the Federal Law Gazette and will come into effect on 1 March 2012.

Court at the victim’s place of residence has jurisdiction over personality rights
infringements via internet

The European Court of Justice (ECJ) had to decide on questions referred to it by the Federal Court of Justice (BGH) and the French Tribunal de grande instance de Paris (TGI) regarding the international jurisdiction for infringements of personality rights via the internet.

Requirements for entry of a Partnership into the German Land Register

The German Federal Court of Justice (BGH) recently ruled that for the purpose of registering a change at ownership in the land register, it is sufficient for a partnership (Gesellschaft bürgerlichen Rechts) to be entered into as the new owner of a property, provided that the notarial deed containing the property conveyance names the partnership and the partners acting for the partnership declare that they are its only members. .

English law: Interpreting ambiguous language in commercial contracts

If in a contract governed by the laws of England and Wales language is capable of more than one construction, it is appropriate for the courts to have regard to the commercial purpose of the agreement. The recent UK Supreme Court judgment in Rainy Sky S.A. v Kookmin Bank reinforces the importance of clear contract drafting.