The Legal 500

(decision of September 28, 2011 – Case I ZR 23/10 – Kinderwagen/Pram)

Reported by Dr. Henning Hartwig 

We are pleased to bring you our Legal Express, which covers the most significant legislative changes in Russia in December 2011 and January 2012.

Law Business Research, 2011

According to a judgment of the German Federal Supreme Court from February 2010, the general assembly (Hauptversammlung) of a stock corporation (“Corporation”) may resolve to include a provision in its articles of association which comprehensively empowers the chairman to reasonably restrict the time available to shareholders to debate during the shareholder’s meeting.

In a series of judgments the German courts have subjected directors of UK limited companies with 'centres of main interest' (COMI) in Germany to German insolvency law. In its judgment of September 24 2009 the Berlin Higher Regional Court held that the director of an UK limited liability company whose COMI is situated in Berlin was personally liable for payments made after the company has become insolvent or overindebted, as set out in Section 64, Paragraph 2 (now Paragraph 1) of the Act on Limited Liability Companies.

Efficiency of 9.6% for its 5.7 square meter thin film tandem junction – Silicon module Grossroehrsdorf, Germany – July 26, 2010. Sunfilm AG announced today that it has set a world record of 9.6% total area efficiency for a module of 2.6 m x 2.2 m.

The German Federal Ministry of Justice has submitted a draft bill introducing revisions to the German Transformation Act (Um­wand­lungs­ge­set­z). The draft provides for a simplification of mergers and de-mergers of companies and would in particular have an impact on the reorganization of stock corporations. The main goal of the bill is to reduce the bureaucratic obstacles that accompany the transformation and reorganization of companies.

The automotive sector has been struggling for many years, but it has never faced a catalogue of challenges quite like this. Rising oil and commodity prices, the declining value of the US dollar, tighter lending habits, rising competition and environmental concerns have all conspired to make it more difficult than ever for auto companies to operate profitably.

Since the collapse of Lehman Brothers in September 2008, the global fi nancial crisis has intensifi ed dramatically and grown to become a world-wide economic crisis. The conventional fi nance and banking system has imploded and is experiencing a “melt-down”, and it is uncertain how it is going to end.

On August 19th, 2008 the Risk Limitation Act (RLA) took effect, which substantially increased the obligations to sufficiently inform the employees of a company to be acquired ("Target") about the acquisition by a prospective buyer ("Buyer"). The official goal of the RLA is to impede takeovers by financial investors such as hedge funds and private equity funds.

Mission accomplished: After lengthy discussions, the new German Limited Liability Companies Act (LLCA) finally came into force on November 1, 2008. Indeed, the legislators have done a good Job even though only time will show whether the LLCA in fact can bring more legal certainty and flexibility into the landscape of German corporate law.

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The new state treaty on gambling (the "Treaty") came into effect at the beginning of this year. The 16 federal states which have the authority to pass regulations in regard to gambling in Germany were challenged to modify the existing regime due to a decision of the Federal Constitutional Court in which the court had declared the then existing gambling regime as unconstitutional.