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The Legal 500 Hall of Fame Icon The Legal 500 Hall of Fame highlights individuals who have received constant praise by their clients for continued excellence. The Hall of Fame highlights, to clients, the law firm partners who are at the pinnacle of the profession. In Europe, Middle East and Africa, the criteria for entry is to have been recognised by The Legal 500 as one of the elite leading lawyers for seven consecutive years. These partners are highlighted below and throughout the editorial.
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Editorial

Press releases and law firm thought leadership

This page is dedicated to keeping readers informed of the latest news and thought leadership articles from law firms across the globe.

If your firm wishes to publish press releases or articles, please contact Shehab Khurshid on +44 (0) 207 396 5689 or shehab.khurshid@legalease.co.uk

 

Resale price maintenance – Bundeskartellamt imposes fine

The Bundeskartellamt, Germany’s Federal Cartel Office, has imposed a total fine of around 13.4 million euros on a bicycle wholesaler for entering into resale price maintenance arrangements with 47 retailers.

Changes to trademark law – Markenrechtmodernisierungsgesetz comes into effect

The Markenrechtmodernisierungsgesetz (MaMog), i.e. the Trademark Law Modernization Act, entered into effect in Germany on January 14, 2019, introducing a number of changes to trademark law.

Bundeskartellamt imposes fine due to unlawful supply association

The Bundeskartellamt, Germany’s Federal Cartel Office, has imposed a fine of around 1.4 million euros on an asphalt manufacturer for entering into illegal arrangements in connection with supply associations.

GRP Rainer Rechtsanwälte – Report on extraordinary termination of a commercial agency agreement

Either party to a commercial agency agreement can give the other extraordinary notice of termination for good cause. One important example of good cause is where there is a breakdown in the relationship of trust.

GRP Rainer Rechtsanwälte – Assessment of suitable arrangements for business succession

April 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A lot of small and medium-sized businesses are or will soon be faced with the issue of business succession. However, searching for a suitable successor can prove challenging in many cases.

GRP Rainer Rechtsanwälte – Experience dealing with claims relating to D&O insurance

April 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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In recent times, public pressure has continued to mount on managers in cases involving claims arising from damage or loss. Governing bodies and executives can insure themselves against the risk of liability by taking out a D&O insurance policy.

GRP Rainer Rechtsanwälte – Assessing a settlement clause after termination of managing director??

April 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A settlement clause may be invalid if material circumstances are withheld from a termination agreement between company and managing director.

BGH – Advertising must not circumvent price controls on medicines

March 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The Bundesgerichtshof (BGH), Germany’s Federal Supreme Court, has set out new restrictions on pharmacies enticing new customers, ruling that readily offering rewards for referring new customers is now allowed.

GRP Rainer Rechtsanwälte – Report on insolvency and liability of managing directors

February 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A managing director’s obligations include filing for insolvency on behalf of the company in a timely manner. He or she may be held personally liable for failing to fulfil this obligation.

OLG Frankfurt – Misleading advertising by carrying over likes and reviews

February 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Franchisees need to be careful. If they change their franchise partner, they cannot simply carry over the likes and stars they have accumulated to the new company.

Purchasing cooperatives and antitrust law

February 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Purchasing cooperatives provide value to many retailers and traders. However, with these kinds of associations it is necessary to ensure that they do not violate antitrust or competition law.

Possibility of formal warnings in response to violations of the GDPR

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Whether a violation of the General Data Protection Regulation (GDPR) constitutes a violation of competition law and can therefore, as a matter of law, give rise to a formal written warning is still disputed.

European Commission fines electronics manufacturers for e-commerce price manipulation

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The European Commission has imposed fines in separate rulings on four electronics manufacturers totaling 111 million euros in response to violations of EU competition law.

Legality of advertising with statements on the effects of medical treatments

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Advertisements featuring statements on the effects of medical treatments are only permissible if they are supported by sound scientific evidence. This was reaffirmed by the Oberlandesgericht (OLG) Frankfurt, the Higher Regional Court of Frankfurt.

ECJ – Distinctive character necessary for registration as EU trade mark

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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For a sign to be capable of being registered as an EU trade mark, it must be distinctive across the entire European Union. This was confirmed by the Court of Justice of European Union (ECJ) in a ruling from 25 July 2018.

M&A – Tighter rules for foreign investors entering German market

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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While corporate mergers and acquisitions boomed in 2018, investors from outside of the EU will now have a more difficult time joining or acquiring German businesses.

Illegal price-fixing in the stainless steel sector – Bundeskartellamt imposes fines

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The Bundeskartellamt, Germany’s Federal Cartel Office, has imposed fines totaling approx. 205 million euros on several companies and their responsible directors and officers in the stainless steel sector in response to illegal price-fixing arrangements.

OLG Frankfurt – Selective prohibition on sale of luxury items online allowed

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A supplier of luxury perfumes is allowed to prohibit its distribution partners from promoting and selling its products online via third party platforms. That was the verdict of the Oberlandesgericht (OLG) Frankfurt, the Higher Regional Court of Frankfurt.

FG Baden-Württemberg on a municipality’s input tax deductions

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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In a ruling from 18 October 2018, the Finanzgericht (FG) Baden-Württemberg, the Fiscal Court of Baden-Württemberg, held that whether a municipality is operating as a commercial entity and entitled to deduct input tax depends entirely on the type of activity and the particular circumstances of a given case (Az.: 1 K 1458/18). We at the commercial law firm GRP Rainer Rechtsanwälte can report that the lawsuit was filed by a climatic spa.

Antitrust violations – BGH bolsters the rights of aggrieved parties

January 2019 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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In a ruling from 12 June 2018, the Bundesgerichtshof (BGH), Germany’s Federal Supreme Court, has facilitated the enforcement of damages claims in response to violations of antitrust law with respect to the statute of limitations for claims (Az.: KZR 56/16).

GRP Rainer Rechtsanwälte – Report on authorized dealer’s entitlement to compensation

December 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Under certain circumstances, an authorized dealer may be entitled to claim compensation after termination of the contract with the company if the latter continues to be able to use its business contacts.

GRP Rainer Rechtsanwälte: Criteria for assessing whether GmbH managing directors are subject to man

December 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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According to a decision of the Bundessozialgericht, Germany’s federal court of appeals for social security matters, GmbH managing directors are ordinarily deemed to be employees of the company and hence subject to mandatory social security contributions.

The transition from UG to GmbH does not establish a new company

December 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The costs associated with transitioning from an Unternehmergesellschaft (UG), a form of German private limited liability company also referred to colloquially as a “Mini-GmbH”, to a full GmbH cannot be passed on to the GmbH. The Oberlandesgericht (OLG) Celle, Celle’s Higher Regional Court, ruled that the transition in no way represents the establishment of a new company.

D&O insurance policies need not cover illegal payments made following onset of insolvency

December 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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It is not necessary for a D&O insurance policy to cover payments made by the insured managing director after the onset of insolvency. That was the verdict of the Oberlandesgericht (OLG) DĂĽsseldorf, the Higher Regional Court of DĂĽsseldorf.

Managing director liable despite settlement clause in termination agreement

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A managing director may be liable towards the company despite a settlement clause in the termination agreement. That was the verdict of the Oberlandesgericht (OLG) MĂĽnchen, the Higher Regional Court of Munich.

OLG Köln: Unfair advertising due to false statements about discount promotion

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Caution is in order if someone is offering discounts on “fast alles”, i.e. “almost everything”. Advertising featuring a discount promotion that excludes large sections of the product range from the discount is misleading and unfair. That was the verdict of the Oberlandesgericht (OLG) Köln, the Higher Regional Court of Cologne.

Reclaiming advances on commission payments requires transparent presentation

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A company demanding that advances on commission payments be repaid by the commercial agent needs to be able to provide detailed reasoning in support of this action as well as present a complete calculation for the recovery of the sums in question.

Unfair exploitation of a product’s reputation by imitating its well-known design

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A product’s good reputation can be deemed to have been unfairly exploited even if the presentation of the product has been imitated but the word mark has not been infringed. That was the verdict of the Oberlandesgericht (OLG) Frankfurt, the Higher Regional Court of Frankfurt.

OLG München – Extraordinary termination of a commercial agency agreement

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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It is possible for a commercial agency agreement to be extraordinarily terminated for good cause if the relationship of trust between the parties has broken down. That was the verdict of the Oberlandesgericht (OLG) MĂĽnchen, the Higher Regional Court of Munich.

BVerfG – Proportionality in relation to allegations of delayed filing for insolvency

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Allegations of delayed filing for insolvency are easily made, yet the investigations need to maintain a sense of proportion. A home search can just as easily overshoot the mark.

ECJ – Commercial agents can claim compensation for termination during probationary period

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Even if a commercial agency agreement is terminated during the probationary period, the commercial agent may still be entitled to claim compensation or damages. That was the verdict of the ECJ.

OLG München – Commercial agent’s right to be issued with excerpt from the accounts

November 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The limitation period for a commercial agent’s right to be issued with an excerpt from the accounts normally begins at the close of the year in which he or she received a final commission settlement.

Removing the costs associated with forming a GmbH from its articles of association

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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According to a ruling of the Oberlandesgericht (OLG) Celle, the Higher Regional Court of Celle, the provisions in a GmbH’s articles of association concerning who bears the costs associated with forming the company must not be removed before a period of ten years has passed since the company was initially registered.

GRP Rainer Rechtsanwälte – Report on mandatory social security contributions for managing directo

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Mandatory social security contributions for managing directors is a controversial topic that continues to rear its head and ought not to be underestimated, as businesses can potentially be faced with large back payments.

GRP Rainer Rechtsanwälte – Experience drafting franchise agreements

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A franchise agreement sets out the basic principles governing the relationship between franchisee and franchisor. For this reason, it is of great importance to both parties.

GRP Rainer Rechtsanwälte – Liability of managing directors for delay in filing for insolvency

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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If a company is faced with imminent insolvency or over-indebtedness, the managing director must file for insolvency. Failure to do so in due time may result in him or her being held personally liable.

GRP Rainer Rechtsanwälte – Assessment of removing a shareholder-managing director for good cause

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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It is possible to remove a shareholder-managing director from their post if there is good cause justifying this action, but good cause must be present at the time of the resolution’s adoption.

GRP Rainer Rechtsanwälte – Liability of managing directors in the event of competition violations

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A company’s legal infringements can also come back to haunt its managing director. That being said, the latter’s liability towards third parties is strictly limited.

GRP Rainer Rechtsanwälte – Assessment of shareholder’s right of access

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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The shareholders of a GmbH have extensive rights of access and inspection which go beyond the general meeting and that enable them to inform themselves about what is happening within the business. These shareholder rights cannot be restricted in the articles of association. And yet, we at the commercial law firm GRP Rainer Rechtsanwälte note that even shareholders’ requests for information are subject to limitations in exceptional circumstances.

GRP Rainer Rechtsanwälte – Assessment of claims for damages in response to kickbacks

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Corruption, attempted bribery and kickbacks are all commonplace in commercial life. Aggrieved parties can assert claims on account of damage caused by acts contrary to public policy.

OLG München – Managing directors liable if they exceed the scope of their discretionary powers

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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A managing director who culpably breaches his or her duties may be liable to pay damages to the company. This was confirmed by a ruling of the Oberlandesgericht (OLG) München, Munich’s Higher Regional Court.

Bundeskartellamt imposes fines for illegal price-fixing agreements

October 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Germany’s Federal Cartel Office, the Bundeskartellamt, has imposed fines totaling 13.2 million euros on two packaging firms due to illegal price-fixing agreements. The companies had been supplying a commercial chain.

BGH – Resale price maintenance is an unlawful restriction of competition

September 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Resale price maintenance restricts competition and therefore usually constitutes a violation of antitrust law. This was reaffirmed by the Bundesgerichtshof (BGH), Germany’s Federal Supreme Court, in a ruling from October 17, 2017 (Az.: KZR 59/16).

OLG Karlsruhe – No blanket reimbursement of commercial agents’ “Stornoreserve”

September 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Following termination of a commercial agency agreement, companies cannot blanketly retain what is referred to in Germany as the “Stornoreserve” (or simply “cancellation reserves”), i.e. the amount withheld in the insurance sector from the commercial agent in case the policy he or she concluded is cancelled. That was the verdict of the Oberlandesgericht (OLG) Karlsruhe, Karlsruhe’s Higher Regional Court, in a judgment from September 13, 2017 (Az.: 15 U 7/17).

GRP Rainer Rechtsanwälte – Experience in resolving shareholder disputes

September 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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If a dispute among shareholders cannot be resolved, it is in the interests of all parties involved to come to a solution that does not jeopardize the company’s existence.

GRP Rainer Rechtsanwälte – Experience suggests planning for business succession early on

September 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Business succession is an issue that preys on the minds of many small and medium-sized enterprises and family-run businesses. Yet finding a suitable successor can prove challenging.

BGH – Managing directors acting as front men can also be held liable

September 2018 - Corporate & Commercial. Legal Developments by GRP Rainer LLP.

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Formal managing directors who are only appointed to act as front men are subject to criminal liability as well. This was reaffirmed by the Bundesgerichtshof (BGH), Germany’s Federal Supreme Court, in a ruling from October 13, 2016 (Az.: 3 StR 352/16).

Lessons in Cross-Border M & A Transactions

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.

Restriction of the shareholder’s right to information

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.

Procedures for Mergers and De-Mergers to be simplified

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.

Finance for small and medium enterprises in times of fi nancial crisis

May 2009 - Corporate & Commercial. Legal Developments by SIBETH .

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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.

Obligation to inform the target’s works council prior to take-overs

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.

 

 

The impact of the new German Limited Liability Companies Act on managing directors

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.

New German Gambling Regulations

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.

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