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Articles contributed by Avocado Rechtsanwälte
ECJ, decision of February 16th, 2012, ref. C-360/10 – SABAM
For the second time within a short period of time, the non-governmental organisations right to challenge administrative decisions under German law is going to be subject to the jurisdiction of the European Court of Justice (ECJ). In January 2012, the German Supreme Administrative Court (Bundesverwaltungsgericht) referred a case to the ECJ for a preliminary ruling concerning the NGO’s right of action.
The fundamental advice for international business transactions is obvious and easy to understand: different countries have different laws, business habits and cultures. These differences may range from minor nuances, such as lengthy French business lunches or unusual Spanish office hours, to significant legal roadblocks, such as strict European employment laws.
The EU Rome I Regulation (593/2008) of the European Parliament and of the Council came into force on 17 December 2009 (Convention). The Convention sets rules to determine the (national) law applicable to contractual obligations in civil and commercial matters. This Regulation replaces the 1980 Rome Convention and is especially relevant to cross-border businesses. The intention of the Convention is to provide legal certainty in cases where the parties have not expressly chosen the applicable law governing their contract.
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.
On March 23, 2010 the European Court of Justice (ECJ) decided in the matter of Google France SARL, Google Inc. vs. Louis Vuitton and others (C-236/08 to C-238/08). In its judgment, the ECJ ruled that Google has not infringed trademark law by offering advertisers the opportunity to buy keywords (AdWords) corresponding to their competitors' trademarks. However, the illegal use of AdWords can still be prohibited.
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.
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.
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.