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It’s the buzzword on everyone’s lips: ESG (environmental, social, governance). This article gives an overview of current and upcoming changes in legislation relating to properties.

Following Russia’s unlawful recognition of the Ukrainian territories calling themselves “Donetsk People’s Republic” and “Luhansk People’s Republic” and Russia’s unlawful invasion of Ukraine, sanctions were announced against Russia and Belarus first and foremost by the EU and the US, but also by many other countries as well.

Russia has adopted countermeasures through various presidential decrees and government orders, which are mainly aimed primarily aiming at protecting the capital market, but also at restricting the export of goods.

With exchange rates skyrocketing and inflation in the Turkish economy running high, many citizens have entered the cryptocurrency markets to protect the value of their cash and thus their purchasing power.

The Law on the Approval of Ratification of the Paris Agreement numbered 7335 was passed on October 6, 2021, published in the Official Gazette numbered 31621 on October 7, 2021 and entered into force on the same date.

In order to strengthen consumer rights, the legislator has promulgated the German Fair Consumer Contracts Act [Gesetz für faire Verbraucherverträge] by making some significant changes to the German Civil Code [Bürgerliches Gesetzbuch – BGB] concerning the structuring of obligations arising from legal transactions by way of general terms…

To promote the digital economy in Europe, the EU is further developing the legal framework for digital services and markets. The provisions of the Data Governance Act on data spaces and other platforms for data exchange are an important part of this framework.

This is about trademarks: Shoelace tips are the last 2 cm of shoelaces, i.e. shoelace ends. Think Schuhwerk, a shoe manufacturer in Austria, thought that the market can distinguish its shoes from those of other manufacturers by the shoelace tips – although we are talking about special shoelace tips here.

By amending the German Electrical and Electronic Equipment Act [Elektro- und Elektronikgerätegesetz – ElektroG], the aim is to increase the collection rate for waste electrical and electronic equipment (“WEEE”). That is because up to now the collection rate of 65% set by the EU has not been reached. What these changes mean, among other…

The new Act on Corporate Due Diligence in Supply Chains [Lieferkettensorgfaltspflichtengesetz, LkSG] requires companies to ensure the protection of human rights and environmental standards in their international supply chains. With our new online tool, clients can identify and assess risks along their supply chain free of charge.

For some time now, the introduction of CO2 duties or a carbon border adjustment mechanism (CBAM) has been discussed in the EU as part of the European Green Deal. The intention is to internalize the externalities of greenhouse gas emissions into the prices on imported goods. On 15 July 2021, the EU Commission presented a proposal for a…

The German Packaging Act [Verpackungsgesetz – VerpackG] has been in force since 1 January 2019 and replaced the German Packaging Regulation [Verpackungsverordnung – VerpackV] in force up to then. It applies to all forms of packaging and is a special law (lex specialis) clarification of responsibility for products enshrined in Sec. 23 of…

The recast of the Dual-Use Regulation is expected to be published in the Official Journal of the EU at the beginning of June 2021. Given the various changes this recast version brings for the economic operators, they will have to prepare themselves in good time before it will enter into force 90 days after its publication.

On 1 May 2021 the 17th Amendment [17. Änderungsverordnung] to the German Foreign Trade and Payments Ordinance [Außenwirtschaftsverordnung – AWV] entered into force, which in particular broadens the scope of application of transactions subject to a mandatory filing to include further sectors, notably high-tech. The Amendment will apply to…

Trade marks have to be used, either by their owners or by a licensee. Otherwise they "lapse", i.e. cannot be enforced against third parties and can be cancelled upon request. However, there is a grace period of 5 years. What if, instead of using a trademark, a new one were to be registered? - In a judgment of 21 April, the Court of…

The impact of Covid-19 is continuing to evolve in Turkey and businesses need to update their knowledge to keep up with the ever-changing regulations. For this purpose we provided various reports in our earlier newsletters concerning legal changes in Turkey relating to the pandemic. Our new update includes the recent shifts in legislation…

In the event of a merger, the absorbing entity is generally obliged to grant shares to the shareholder of the transferring entity (so-called obligation to grant shares). If this is not desired by the shareholder of the transferring entity, it may waive its right to receive shares pursuant to Sect. 54 (1) sentence 3 German Transformation…

Dual-use items concern a variety of goods, software and technology that can be used for both civilian and military purposes and whose export from the EU is controlled. The relevant provisions for the control of such items are currently laid down in the Dual-use Regulation 428/2009. These rules are being comprehensively revised and…

When reorganising a business out of insolvency proceedings, it used to be necessary to reach some form of agreement with creditors to compromise the payment of their debts. However, this did not apply to reorganisations under English law (i.e. by way of a scheme of arrangement) which allowed forced arrangements to be entered into with the…

On 24 December 2020, the UK and the EU reached an agreement to govern the new relationship following the UK’s withdrawal from the EU – the Trade and Cooperation Agreement. Though this deal is better than no deal, the EU and the UK must prepare themselves for far-reaching changes with a significant impact on bilateral trade.

Several German media outlets (Handelsblatt of 1 December 2020; Frankfurter Allgemeine Zeitung of 7 December 2020) report that the country’s Federal Minister of Justice Christine Lambrecht has revealed plans to introduce a legal clarification confirming that restrictions due to the COVID-19 pandemic are generally to be deemed frustration…

German data protection authorities published a joint position statement regarding Google Analytics already in May 2020. The European Court of Justice’s decision of 16 July 2020 increases the requirements even further. Use of Google Analytics will become more difficult in the future.

Apparently, Apple Group is still getting off scot-free – at least for now – as far as the repayment of alleged State aid regarding Irish tax rulings is concerned. The General Court of the European Union (EGC), the competent court of first instance, annulled the Commission’s decision demanding the recovery of State aid in its ruling of 15…

On 28 May 2020, the German Federal Ministry of Finance [Bundesministerium der Finanzen – “BMF”] presented a bill by the somewhat unwieldy title “Bill on the Multilateral Convention of 24 November 2016 to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting”, the purpose of which is to ratify what is known as…

For many buyers, customer reviews are key to their buying decision. But what if reviews on a platform are incorrect? Does this mean that the merchant is potentially liable for unfair competition? Not as a general rule, says the German Federal High Court of Justice [Bundesgerichtshof – BGH].

The impact of Covid-19 is continuing to evolve in Turkey and businesses need to update their knowledge to keep up with the ever-changing regulations. For this purpose we provided a first report in our earlier newsletter concerning legal changes in Turkey relating to the pandemic. Our new update includes the recent shifts in legislation…

Law No.7246 Amending the Law on the Protection of Competition („Amendment Law“) entered into force on 24 June 2020. This regulation is a response to the European Commission’s 2019 Turkey Report, regarding the steps that Turkey should take in order to harmonize Turkish competition law with that of the EU.

In June 2020 the German government decided to tighten, both the German Foreign Trade and Payments Act (“AWG”) and the (“AWV”) significantly. The amendments’ consistent aim is to enable the relevant authorities to more effectively examine and prevent critical company acquisitions from third countries if those could endanger the public…

The German Parliament adopted the second Social Protection Package in May 2020 (Official Journal (Bundesgesetzblatt, "BGBl.") I pp. 1055 et seq.) after access to social services was made easier under the first Social Protection Package in March 2020. The "Act on Social Measures to combat the Corona Pandemic" (Social Protection Package II)…

The ongoing COVID-19 pandemic has a devastating impact on businesses of all kinds worldwide. Some companies will eventually be forced to initiate insolvency proceedings. If a German company has direct investments in China, the question is, how their Chinese entities are affected by the German insolvency proceedings.

Since March 2020, the President and the Parliament in Turkey have taken some measures, some through Bills, some through Presidential Decrees. Under the Law No. 7226 dated 25 March 2020, various measures were taken, and the President was authorized to take measures. The probably most important measure is ordering the shutdown of the…

"It is in our hands, our responsibility": The President of the Robert Koch Institute ("RKI") Lothar Wieler is optimistic about preventing a second Corona wave. However, returning to normal life is only possible to the extent the health of everyone can be assured. The "Corona App" is supposed to provide part of the solution by warning its…

In November 2019, the EU adopted financial sanctions against Turkey. The USA has also been threatening to impose sanctions for months – albeit with different backgrounds. Economic operators who maintain business relations with Turkey should therefore monitor further developments closely.

A tax law clinic that wanted to take up work at the University of Hanover has lost its case before the Fiscal Court of Lower Saxony. Since the court already considered the complaint inadmissible, the legal situation remains unclear.

The BGH has again confirmed its case law according to which legal transactions are valid under certain conditions with insolvent companies even if the contracting party is aware of the illiquidity or even the filing of an application for insolvency proceedings. However, there are many pitfalls to consider when drafting contracts.

The Berlin Data Protection Authority has imposed a fine of EUR 14.5 million against Deutsche Wohnen SE based on the processing of tenants' data. The authority accuses the company of processing and storing the tenants' data too long without having a legal basis to do so.

The Data Protection Board (Board) has recently resolved to extend the deadline for registration with the Data Controllers’ Registry Information System (“VERBIS”). The decision no. 2019/387 on the extension was announced on the board’s website on 27 December 2019.

Since 25 May 2018, the General Data Protection Regulation (GDPR) has applied. After a good year, it is time for a résumé and an outlook on the future. Hardly any other law has brought about such major changes in companies in recent years.

On 10 July 2019, the European Court of Justice (ECJ) delivered the judgment in Case C-26/18, FedEX v. HZA Frankfurt a.M. In its judgment, the European Court of Justice follows the Opinion of the Advocate General to a large extent and thus perpetuates its case law on the separate evaluation of import VAT and irregular customs debt.

According to a recent European Court of Justice (ECJ) decision, an operator of a website who features the Facebook "Like" button can be liable if he has not sufficiently informed a website visitor about data protection. What consequences does this decision have for companies?

A new Law numbered 7101 in Turkey revised the composition procedure (similar to postponement of insolvency proceedings) and reactivated it after many years. The new Law is intended to remedy the consequences of market disruptions caused by the fact that companies were no longer able to reorganise themselves by suspending bankruptcy.

The ECJ has decided in a judgment dated 14 May 2019 in the case C-55/18 (CCOO ./. Deutsche Bank SAE) that the Member States must require employers to install a system with which the daily working hours performed by an employee can be measured.

The courts are increasingly dealing with influencer marketing and are meeting with a broad public interest due to the sometimes prominent parties. The District Court [Landgericht] Karlsruhe just recently decided that also in the case of supposedly private photographs, there is necessary to mark them as advertising.

On 19 December 2018 Law no 7155 was published in the Official Gazette and it came into force on 1 January 2019. The main purpose of Law no 7155 is actually the integration of enforcement proceedings into the National Judiciary Informatics System (UYAP). However, it has great importance beyond this aim because of the introduction of…

Really? Yes, really: The requirements in the law on legal protection of business secrets have changed. Companies must be active in protecting their business secrets, in order also to be able to claim legal protection in the future.

In order to prevent devaluation of the Turkish Lira, the Turkish administration has issued a presidential decree dated 12 September 2018 (the “Decree”) establishing restrictions on agreements denominated in foreign currencies or indexed to foreign currencies if such agreements are concluded between individuals and/or legal entities…

The Federal Supreme Court of Justice [Bundesgerichtshof, "BGH"] has held in a current judgment that the dissemination of secretly made photographs in a museum on an internet page is illegal and that has granted the affected museum a cease and desist claim.

The JEFTA, the abbreviation for Japan European Free Trade Agreement, entered into force on 1 February 2019. JEFTA is to date the most important agreement of its kind for the European Union (EU). According to the EU Commission, European exports will grow as a result of JEFTA by up to 24%. Agriculture exports will grow by as much as 180%.

The repeated rejection of the so-called "Brexit-Deal" by the British Parliament makes a “No-Deal-Brexit” probable. The United Kingdom would then leave the European Union without any multilateral transitional agreements.

Brexit is coming – status today – within the next weeks. Competition for professionals is supposed to be accompanied by restricting the protection against termination for bankers. On 21 February 2019, the German Parliament adopted this with the "Brexit Tax Accompanying Act".

The Court of Justice of the European Union (CJEU) strengthens the entitlement of employees to paid annual leave or holiday compensation in a ruling on 6 November 2018. There is now a need for action on the part of employers.

This was announced by U.S. President Trump on 17.09.2018 via Twitter. The US introduces further safeguard tariffs on goods from China - the importance for the EU economy.

On 5 November 2018, the second stage of US sanctions against Iran, which had been suspended since January 2016, was reinstated. As the US sanctions are aimed at preventing non-US companies from doing business with Iran, they have a far-reaching impact on EU companies doing business with Iran.

On 1 November 2018, the new civil procedure for a class action for a declaratory judgment came into force. The expectations for the class action for a declaratory judgment are high, especially from the political and consumer perspectives.

With three decisions of 27 June 2018, the Federal Constitutional Court (Bundesverfassungsgericht, "BVerfG") held that the constitutional complaints of a company, the law firm commissioned by it and three lawyers in the law firm were inadmissible.

Direct advertising by e-mail has only been permitted under strict conditions since the entry into force of the General Data Protection Regulation. The legal simplification of e-mail advertising for existing customers is, therefore, gaining in importance. According to a recent ruling by the Court of Appeals (Oberlandesgericht) of Munich,…

In order to prevent devaluation of the Turkish Lira, the Turkish administration issued a presidential decree dated 12 September 2018 (“Decree”) establishing restrictions on agreements denominated in foreign currencies or indexed to foreign currencies if such agreements are concluded between individuals and/or legal entities residing in…

The law on Protection of Personal Data was published in the Official Gazette of 7 April 2016 and came into force on the very same day. The Personal Data Protection Law, which governs the details of protection, processing and storage of personal data, requires enrolment to the Data Controllers' Registry. Accordingly, before processing any…

In insolvency proceedings of a debtor in possession, the managing directors of the respective company have to perform tasks that an insolvency administrator would have to perform in regular insolvency proceedings. The Federal Supreme Court (Bundesgerichtshof, BGH) has now ruled that, therefore, the managing directors will be personally…

The European Commission has presented its proposal for the most extensive reform of EU VAT legislation since the single market was created. The proposal provides for substantial new regulations already for the coming year; as of 1 January 2022, a fundamental re-design of the VAT system is intended. This reform is particularly significant…

Social security contributions regularly have to be paid for managing directors of German limited liability companies (Gesellschaft mit beschränkter Haftung, GmbH). As an exception, managing directors are not subject to the German social system if they are also shareholders of the company and have the legal authority to control the fate of…

The “Law on the Amendments to Certain Legislation for the Improvement of the Investment Environment numbered 7099" (the "Law") has been published in the Official Gazette dated 10 March 2018. The Law introduced important amendments regarding fifteen laws, especially regarding the Turkish Commercial Code ("TCC") and the Law on Movable…

Since 1 January 2018, Regulation (EU) 2015/2283 of the European Parliament and of the Council of 25 November 2015 on novel foods has applied. We provide a first overview of the major changes and new regulations.

In the last legislative period, the Federal Ministry for Family Affairs, Senior Citizens, Women and Youth committed to nothing less than closing the so-called “Gender Pay Gap”. According to the evaluation of the Ministry, this gap would amount to up to 21% with regard to the gross hourly salary (BT-Drs. 18/11133, 18). For this purpose,…

The Bundesverwaltungsgericht (Federal Administrative Court) has given its ruling. If compliance with the emission limits that have been mandatory pursuant to European and German law since 1 January 2010 can only be ensured by driving bans, the competent road administration authorities may impose respective driving bans. However, there…

With Law No. 7061 (“The Law on the Amendment of Certain Tax Laws, Laws and Decree Laws”), Turkey joined the likes of the USA, UK and several others who have been regulating crowdfunding for the past couple of years. According to the new law - enacted by the Turkish parliament and published in the Official Gazette on 5 December 2017 –…

In a recent ruling, the Federal Labour Court has proposed ways for employers of preventing part-time employees from increasing their working hours. However, despite the apparent success for employers, the ruling should be treated with caution.

With a spectacular ruling, the Federal Court of Justice has clarified the position on contractual clauses (Kautelarpraxis): As a matter of principle, remedial clauses for the written form are ineffective! If a long-term lease agreement violates the written form obligation of Section 550 German Civil Code, with immediate effect, such lease…

Anyone registering a trademark is obliged to use such a trademark before a 5-year grace period expires – otherwise, it will “lapse”. This means: The proprietor can no longer assert his trademark rights against third parties, and anyone may apply for a cancellation of the trademark due to non-use. These effects may also occur in part, i.e.…

With Law No. 7035 (“The Law Amending Certain Laws For The Purposes of Resolving the Issues Arising From the Operation of Reginal Courts of Justice and Regional Administrative Courts”), the period for appeal of the decisions which are subject to appeal as stated under Article 361 of the Civil Procedure Law No. 6100 has been amended from…

The Regulation of the European Parliament and of the Council on Insolvency Proceedings (EU Insolvency Regulation) regulates the application of national insolvency codes in cross-border insolvency proceedings. This also applies to the issue according to which legal order the setting aside of acts is determined.

The General Data Protection Regulation (GDPR) which will apply as of 25 May 2018 changes the conditions for the processing of personal data for marketing purposes. The data protection supervisors of the federal government and the federal states now offer a first practical orientation in this regard.

Company takeovers by non-EU investors will be subject to stricter requirements in the future. In July, the German Cabinet adopted an amendment to the German Foreign Trade and Payments Regulation with the objective to better protect German companies from takeovers.

On 20 June 2017, the European Commission Regulation (EU) 2017/1084 of 14 June 2017 has been published in the Official Journal of the European Union. The Regulation contains new state aid rules amending the General Block Exemption Regulation (GBER), according to which in particular special public funding initiatives for ports, airports,…

If a German company is involved by a French customer in an independent pre-litigation procedure of taking evidence that was initiated by the latter’s end customer, it is often preferable to prevent a lawsuit in France by a so-called “torpedo suit” in Germany. In a present ruling, this strategy was deemed to be admissible by the European…

The Fourth EU Anti-Money Laundering Directive has been implemented in Germany in June 2017, inter alia with a more or less completely revised German Anti-Money Laundering Act (Geldwäschegesetz, “GWG”). The GWG will be effective on June 26, 2017, which is the deadline for the implementation of the Fourth EU Anti-Money Laundering Directive…

In its session on 9 March 2017, the Bundestag approved the draft drawn up by the government of the “Law reforming the law on construction contracts and amending the liability for defects”. This reform law constitutes one of the greatest interventions of the legislator into construction contracts law of the last years. The aim of the…

Turkey was waiting for a long time to enact a unified and one single code instead of the numerous Decree-Laws regarding the protection of Industrial Property Rights; namely Trademarks, Patents, Geographical Indications and Industrial Designs. After a long wait, the Law No. 6769 on the Protection of Industrial Property Rights ("Industrial…

In competitive markets, the gloves often come off in order to entice away customers from competitors. This also includes advertising that discount tickets or vouchers of competitors can also be redeemed at one’s own business. The BGH (Federal Court of Justice) has now ruled that such advertising campaigns are also part of effective…

On 26 January 2017, the Bundesarbeitsgericht (federal labour court) effected a significant aggravation of the burden of proof for employees as regards the burden of proof regulation of Section 22 Allgemeines Gleichbehandlungsgesetz (AGG) (General Equal Treatment Act).

The government coalition made it after all. On 16 February 2017, the German Bundestag (Parliament) adopted the government’s draft bill on the reform of the Insolvenzanfechtung (challenging debtor’s transactions in insolvency proceedings),. Some changes were made “at the last minute”. The reform will not take effect until it is…

Contractual parties often prefer arbitration to litigation for example due to the confidentiality of the civil proceedings, neutrality of arbitrators, availability of multilingual arbitration rules or finality of the arbitration award.

On October 28, 2016, Turkey’s law on Pledges of Movable Property in Commercial Transactions, number 6750 was published in the Official Gazette. The law will enter into force starting on January 1, 2017. This law repeals the Law on Commercial Enterprise Pledges No. 1447 dated July 21, 1971 and introduces significant changes to the present…

The (long) five-year warranty period for work on structures also applies in the case of photovoltaic roof systems. The Federal Supreme Court of Justice decided, contrary to the previous case law of the appellate, that also in the case of a roof system added to an existing building, the risk can be equivalent to that involved in…

Fellow shareholders are personally liable in the case of a (forced) redemption of GmbH shares when they have triggered the prerequisites under §§ 34 para. 3, 30 para. 1 German Act on Companies with Limited Liability [Gesetz betreffend die Gesellschaften mit beschränkter Haftung, "GmbHG"] or an insolvency situation or have otherwise…

The European Commission has ruled once again that national tax rulings in favor of certain companies can constitute illegal State aid. The Commission has been investigating the tax practices of the Member States of the European Union since June 2013. After Fiat and Starbucks, it is now Apple that has to repay State aid granted by the…

After the unfortunate coup attempt took place on July 15, 2016 in Turkey, the Turkish Government has taken some rapid measures for the foreign and national investors in order to ensure a safe environment for them.

The majority of British citizens voted on 23 June 2016 to have the United Kingdom (consisting of Great Britain – England, Wales and Scotland - as well as Northern Ireland) exit the EU. Prior to a valid exit, however, the United Kingdom initially remains a full member of the European Union with all rights and duties, including existing…

The usual warranties on the targets company’s balance sheet in share purchase agreements (SPA) are normally to be understood as objective guarantees and are not subject to any limitation based on the seller’s knowledge. According to a recent judgment of the Court of Appeals [Oberlandesgericht, “OLG”] Frankfurt am Main, damages are…

Effective from August 1, 2016, all foreign and domestic enterprises in Shanghai have to obey special rules on salary payments according to the “Method on the Salary Payment by Enterprises” (沪人社综发 [2016] 29号, “New Rules”). At the same time the previous administrative rules (effective since April 1, 2013) have been abolished.

Turkey has completed the final step in a long process to enact the Data Protection Law. On April 7, 2016, Turkey’s law on Personal Data Protection, number 6698 (the “Law”) was published in the Official Gazette and came into force. The Law is based on the European Union’s 1995 Data Protection Directive (95/46/EC) (the “Directive”), but…

After the EU Member States have largely ignored the 2014 recommendations on the introduction of pre-trial insolvency proceeding, the Directorate-General for Justice and Consumers has taken action. The Directorate-General published a so-called roadmap on 3 March 2016.pursuant to the Action Plan of 30 September 2015 which is directed…

Transatlantic data transfer from the EU to the US has been under scrutiny since October 2015. In February 2016, the Hamburg data protection commissioner started administrative proceedings against several companies, alleging they were still transferring data based on Safe Harbor. On 6 June 2016 the commissioner imposed fines on three…

The “new” Turkish Commercial Code which entered into force on 1 July 2012 introduced obligatory independent auditing requirements for some limited and joint stock companies as determined by the Turkish Council of Ministers. However, following harsh criticism of the criteria that determined which companies were subject to audits, the…

Surfing the internet for private purposes on the office computer during working hours? This is not unusual, but may have serious consequences for the employee according to a current ruling of the local labour court Berlin-Brandenburg, since employers may analyse the browsing history without a need for the employee’s consent.

In a very interesting issue for employers, namely the offsetting of special payments against the minimum wage rate, the local labour court Berlin-Brandenburg has issued a first ruling. The ruling was quite in favour of employers, i.e. if certain requirements are met, payments with the character of special payments also qualify for…

In future, in particular the classic 94/6 structures for property transactions should be critically reconsidered and adjusted, as the case may be, otherwise there might a risk that capital gains from the sale of GmbH (limited liability company) shares (share deals) are subject to taxation.

Someone who advertises often uses pictures or objects which were created by other people. Not as the main product of course, but in the background, as decoration, backdrop, accessory. If copyright-protected works are used, this is problematic. Instinctively, one realizes that. But the exact boundary is not even easy to determine for…

Agreements on instalments are common practice in the day-to-day business transactions in Germany if the business partner informs that he cannot pay an invoice by the agreed maturity date.

Only seven months after the introduction of the first German Minimum Wage Law (Mindestlohngesetz, MiLoG), the Federal Ministry of Labour and Social Affairs has issued a new decree which reduces the statutory documentation obligations regarding working hours and the reporting requirements of foreign employers.

Until the Turkish Constitutional Court cancellation of Article 7/1-(i) on May 27, 2015, (published in the Official Gazette dated June 02, 2015 and numbered 29374), the Turkish Patent Institute (“TPI”) was able to reject an application as absolute grounds for refusal that a trademark was similar to an earlier well-known trademark.

The first draft of the network security law in China was already posted on the official website of the National People's Congress for comments from the public until August 5, 2015, and it is expected to become effective at the end of 2015 or beginning of 2016.

On 6 October 2015, the Court of Justice of the European Union (ECJ) ruled that the Irish Data Protection Commissioner is obliged to investigate Facebook’s data transfer from Ireland to the US. In addition, the court held that the EU Commission’s “Safe Harbor” decision was invalid, rendering the majority of data transfers from the EU to…

Since 1 November 2015, landlords renting out residential space in Germany are (again) obliged to participate in the registration as well as deregistration of the tenant with the registration office. Breaches in this regard can be punished with fines.

On 26 November 2015, the Turkish Energy Market Regulatory Authority (“EMRA”) has published a draft regulation to amend the provisions in the Regulation on Unlicensed Electricity Generation in Turkish Electricity Market.

With effect from 1 October 2015, companies in the PR China no longer need to apply for several separate certificates from different administration authorities.

With the decision of 21 October 2015 (file no.: Verg 28/14), the procurement senate of the Higher Regional Court Düsseldorf confirmed and complemented the previously sole legally binding case law of the Federal Procurement Chamber, according to which public principals may request so-called “No Spy Guarantees” in factually justified cases…

The franchisee does not have a claim for indemnity in analogy to sec. 89b HGB (German Commercial Code) if the business in which he is active constitutes an anonymous high-volume business.

In companies where the number of employees exceeds particular thresholds, a certain number of employees have to be represented in the supervisory board pursuant to the German laws on employee participation (co-determination). Up to now, it was regarded as secure that employees working abroad do not have to be considered in the calculation…

German Bundesliga broadcasts on the notebook via Sky Go, latest movies on the tablet PC with Netflix, or the latest music videos on YouTube on the smartphone while riding the train - it is taken for granted nowadays that TV and other moving images offers are accessible at any time and from any place. The legal systems, however, can hardly…

The Resource Utilization Support Fund Rate (RUSF, Turkish: Kaynak Kullanımını Destekleme Fonu -KKDF) is a special fund applied to imports into Turkey which are made on a credit basis. This fund has been collected since 1988 via banks in Turkey, using both, domestic and foreign credit facilities, on the basis of the payment of imported…

On 13 March 2015, the National Development and Reform Commission (the “NDRC”) and the Ministry of Commerce (the “MOFCOM”) jointly released the sixth revision of the Catalogue of Industries for Guiding Foreign Investment (the “2015 Catalogue”).

After long years of legislative procedure, the law number 6563 on the regulation of electronic commerce was enacted on 5 November 2014. The new law sets out obligations for persons who provide services through electronic means in order to enable the recipient of electronic services to identify the product or service to be purchased and to…

Crowdinvesting has recently become an increasingly popular option for start-ups in Germany to raise capital and has gained attention from investors and the media. With a regulatory framework currently in the legislative procedure, can Crowdinvesting become a real contender for early stage funding of start-ups in Germany?

On 16 August 2014, the German lawmaker passed the new minimum wage law (Mindestlohngesetz, MiLoG). Following this legislation, a nationwide statutory minimum wage of EUR 8.50 per clock hour, regardless of the sector, has become effective in Germany for the first time in history, starting on January 1, 2015.

In two consecutive judgments, the Court of Appeal of Berlin and the District Court of Dusseldorf have established some first limitations regarding lawyers’ professional liability in the context of legal due diligence analyses.

After the Societas Privata Europaea (SPE) failed to be adopted as a uniform legal structure across Europe, the EU Commission recently provided a proposal for a single-member private limited liability company (Societas Unius Personae).

On 8 July 2014, the Federal Constitutional Court will hold a hearing in the case on the constitutionality of the current Inheritance and Gift Tax Act (IGTA) containing substantial exemptions for the transfer of business assets. Even though it is open how the court will decide, doubts about the constitutionality of the current IGTA are…

The new Turkish Commercial Code which entered into force on 1 July 2012 introduced obligatory independent auditing requirements for some limited and joint stock companies as determined by the Turkish Council of Ministers. However, following harsh criticism of the criteria which determined which companies were subject to audits, the…

The Munich District Court N° I has decided that each individual board member (<i>Vorstandsmitglied</i>) has to ensure that his company is organized and monitored in such a way that no violations of the law take place.

German Minister of Justice Heiko Maas called an insolvency law reform of the right to set aside transactions which were made to disadvantage creditors “as the most urgent task of the federal government”.

On 11 February 2014, the Chinese Ministry of Commerce ("MOFCOM") released the Tentative Provisions on the Criteria Applicable to Simple Cases of Concentration of Business Operators (the "Simple Case Criteria") which shall take effect from 12 February 2014.

Due to the necessity for an alignment between Turkish law and EU Directives and in order to harmonise the old Turkish Consumer Protection Act with the new Turkish Law of Obligations and Turkish Trade Law, a new Consumer Protection Act was enacted on 28 November 2013 and will enter into force on 28 May 2014.

On 3 January 2014, the Turkish Capital Markets Board issued two important communiqués (statements) to regulate in detail the system of the Turkish Capital Markets Law.

The Chinese State Administration of Foreign Exchange has released the Assets and Liabilities and Trading Statistics System for Foreign Financing (the "System") which shall take effect as of 1 September 2014.

An EU member state must recognise a company’s right to transfer its registered office to another member state (so called corporate cross-border conversion). This rule has been established by the European Court of Justice (ECJ) in the case of Vale (ECJ decision dated 12 July 2012 C-378/10).

The German Higher Regional Court (<i>OLG</i>) of Nuremburg recently decided that a so-called “Russian-Roulette” clause provided in articles of association of a two-tier legal entity which is owned equally by two shareholders can be deemed valid if the application of such a clause is objectively justified.

In a judgment dated 17 September 2013, the German Federal Court of Justice <i>(BGH)</i> has once again decided on claims for damages by investors against a bank that recommended investing in certificates issued by the investment bank Lehman Brothers and its subsidiaries and affiliates.

For German companies with affiliates abroad, data protection law is a challenge, as it is for German affiliates of international groups. GvW Graf von Westphalen has prepared an overview on basic issues of data protection law in the EU, together with other law firms from EU Member States.

In Turkey, in 2012, the new Obligation Code was adopted which for the first time contains regulations regarding general conditions of contract for business relationships in the B2B field.

The Chinese State Council also recently issued the Investment Project Catalogue Approved by the Central Government (2013) (the "Catalogue") in which the scope of so-called items - or categories of projects - which require state approval has been decreased, i.e. 49 items were cancelled, delegated to so-called lower approval levels or…

The German Federal Court of Justice <i>(BGH)</i> has recently decided that a pledge over shares in a German limited liability company <i>(GmbH)</i> does not have the effect of the pledgee becoming a shareholder of the GmbH nor does it allow the pledgee to request information about the company’s affairs or to inspect the company’s books…

In a corporate M&A scenario, a legal due diligence review of the target company is standard procedure today. During the course of the review, confidential information about the target company itself and its business relations is disclosed to the purchaser. In order to cater for the interests of both seller and purchaser, the parties…

The steady growth of the hospitality sector in Germany means many new hotels are on the way to meet demand in the months and years to come. At the same time, hotel owners will need to reposition countless hotels opened in the 1990s as a result of favorable tax incentives, which have expiring operating contracts.

On 1 August 2013, the German Act on Modernisation of Cost Rules <i>(Kostenrechtsmodernisierungsgesetz)</i> entered into force. It has amended - inter alia - the German statutory provisions on notarial costs.

More and more companies are providing their employees with smartphones or tablets. These devices ensure that employees are always within reach and can keep on top of their email even when out of the office. Sales representatives have access to the latest company data when visiting customers. For as useful as they are, smartphones and…

The recent Court of Appeal decision in <i>Muneer Hamid v Francis Bradshaw Partnership</i> again highlights the strict rules governing the interpretation of written contracts under English law and reiterates the significance of the long-established common law parol evidence rule. The court held that a company director had contracted in his…

The Higher Regional Court of Bremen has now answered the question as to whether a foreign company can be registered on the German companies register as a limited partner <i>(Kommanditist)</i> of a limited partnership <i>(Kommanditgesellschaft)</i> in the name of its German branch office <i>(Zweigniederlassung)</i>.

Germany is one of the first countries to implement Directive 2011/61/EU on alternative investment fund managers (“<b>AIFMD</b>”). On 16 May 2013, the German Federal Parliament (<i>Bundestag</i>) adopted the <i>Kapitalanlagegesetzbuch</i> (Law on Capital Investments) (“<b>KAGB</b>”) which will enter into force on 22 July 2013.

On 11 April 2013, Law No. 6455 introduced some amendments to the Turkish Commercial Code (No. 6102), including a requirement on all joint stock companies to be subject to an audit.

A letter of intent which contains an agreement to reimburse the costs of a due diligence in principle does not need to be notarised even if the letter of intent provides for the incorporation of a German Limited Liability Company (GmbH).

Under German law, repayments of shareholder loans are subject to statutory avoidance provisions if the loans were made within a one-year period prior to or after the filing of an application for insolvency proceedings. Following a recent decision of the German Federal Court of Justice (BGH), the legal possibilities of avoiding the risk of…

The German Federal Court of Justice (BGH) recently held that a provision in an agreement concluded between a public limited company (AG) and a shareholder according to which the shareholder - who became shareholder in return for consideration – in the event of termination of the contractual relationship is obligated to re-transfer its…

Pursuant to a recent decision of the higher regional court of Naumburg, a German limited liability company (Gesellschaft mit beschränkter Haftung) can be dissolved by judicial judgment if a profound shareholder dispute which had previously prevented the passing of shareholder resolutions cannot be resolved.

On January 4, 2013, the Chinese National Development and Reform Commission ("NDRC") officially announced that Korean LCD panel makers Samsung and LG and the four Taiwanese LCD panel makers Chimei Innolux, AUO Optronics, Chunghwa Picture Tubes and HannStar were fined a total amount of CNY 353 million, i.e. USD 56 million for price-fixing…

A so-called “group insolvency law” is before parliament which the government expects will make the restructuring of groups of companies easier.

The European Court of Justice (“ECJ”) in its preliminary ruling in Refcomp SpA v. Axa Corporate Solutions Assurance SA and Others recently confirmed that within the context of cross-border contracts, the jurisdiction clause agreed between a manufacturer and a buyer cannot be relied on against a sub-buyers unless the sub-buyer consented to…

The issue prospectus of a real estate investment trust is inaccurate if it does not mention risks associated with an ambiguous provision in a rental guarantee.

On 12 December 2012, the European Commission adopted a new action plan, outlining future initiatives in the area of corporate governance and company law. The action plan sets out to improve the business environment in Europe by making sure that competitiveness and sustainability of companies are in line with changes in the economic…

In evaluating whether a German limited liability company (GmbH) is unable to pay its debts, liabilities which are due to the company’s shareholders have to be accounted for in the company’s balance sheets.

In response to the financial crisis, the German legislator introduced in October 2008 a new-over-indebtedness test pursuant to which limited liability companies and other legal entities are not considered over-indebted in case of a positive going concern prognosis. What was initially a temporary amendment has now been declared permanent.

The German Federal Court of Justice (BGH) recently held that a third party may be liable for the performance of a contract within the framework of a business-related transaction if such third party is responsible for appearing to be the co-owner of the respective business.

The German Federal Court of Justice (BGH) has held that the supervisory board of a German public limited company (AG) can re-appoint a member of the executive board immediately after its agreed resignation even if the previous term of appointment would not have expired for at least another year.

The managing director of a so-called German entrepreneurial company (Unternehmergesellschaft or UG) is directly and personally responsible for the liabilities of its UG should the managing director create the false impression that its UG is a German limited liability company (GmbH).

If the intended purpose of a cash contribution to increase the share capital of a German limited liability company (GmbH) has failed and the shareholder has obtained a reimbursement claim against the company, the shareholder's payment will constitute a so-called hidden contribution in kind (verdeckte Sacheinlage) if a subsequent second…

In most M & A transactions, a considerable period of time passes between the conclusion of the contract ("Signing") and its actual performance ("Closing"). To accommodate the possible occurrence of serious events or changes during this period of time, and in order to protect the purchaser, the parties frequently agree on so-called…

The English Court of Appeal judgement in Ener-G Holdings plc v Philip Hormell once again highlights the importance of clear contract drafting. By a 2:1 majority, the court confirmed that the claimant's £2 million warranty claim under a share purchase agreement was time-barred because the notice of breach had not been served on the…