Side stream merger − explicit waiver declaration on right to receive shares in absorbing entity necessary?
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 Act (Umwandlungsgesetz – UmwG) in notarially certified form. Recently, the Cologne Higher Regional Court (OLG Cologne) has commented on the requirements for such waiver declaration.
News on the Export Control of Dual-use Items
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 adapted.
The Brexit Deal – Chances and Challenges
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.
Latest legal news: German Bundestag passed new Act to Regulate Leases During the COVID-19 Pandemic – Will it ease the strain on commercial tenants?
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 of contract [Störung der Geschäftsgrundlage].
Reorganisation without judicial insolvency proceedings
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 approval of a majority of creditors.