Category Archives: Politics Law Society

Politics Law Society

BAG on discrimination under Germany“s General Equal Treatment Act

BAG on discrimination under Germany“s General Equal Treatment Act

BAG on discrimination under Germany"s General Equal Treatment Act

Not every instance of disabled employees being treated differently constitutes illegal discrimination, as demonstrated by a ruling of the Bundesarbeitsgericht (BAG), Germany“s Federal Labour Court, from January 26, 2017 (Az.: 8 AZR 736/15).

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: According to Germany“s Allgemeines Gleichbehandlungsgesetz (AGG) [General Act on Equal Treatment], it is not permissible to discriminate against employees based on their race, gender, religion, disability or age, among other things. Notwithstanding this, not every instance of employees being treated differently constitutes a violation of the AGG. This is clear from a recent judgment of the Bundesarbeitsgericht.

An action brought by an employee who was severely disabled in half of his body was heard by the BAG. The former had been employed at a mail-order firm with 27.5 weekly working hours since 2011. He had repeatedly sought to have his weekly working hours increased. In the summer of 2013, the mail-order company increased the working hours of 14 part-time workers and concluded amendment agreements to this effect with them. The plaintiff, who had only been hired relatively recently, was the only worker who was not considered in relation to this increase. The plaintiff felt that he was being discriminated against on the basis of his disability and raised a claim to have his working hours increased and, in the alternative, sued for damages corresponding to the remuneration he had lost out on.

The Landesarbeitsgericht (Regional Labour Court) of Hesse granted the action with respect to the claim for damages. However, the BAG delivered a different verdict on appeal, stating that there can only be a presumption that discrimination has taken place pursuant to the AGG if there is evidence that indicates that one of the grounds listed in sec. 1 of the AGG, e.g. a disability, can in all probability be attributed to the discrimination in question. The BAG went on to say that it is not sufficient to proceed on the basis that one of the listed grounds might possibly be causally related to this. Due to the fact that it had not been possible to reach a conclusive decision based on the findings that had already been made to date, the matter was referred back to the Regional Labour Court for another hearing.

Working hours, remuneration, holiday entitlements, dismissal as well as discriminatory treatment are common grounds for legal disputes between employers and employees. Lawyers who are experienced in the field of labour law can advise on all issues pertaining to the workplace, from drafting agreements to exceptional notices of dismissal.

https://www.grprainer.com/en/legal-advice/employment-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

OLG Hamm: Penalty for unlawful advertising via email

OLG Hamm: Penalty for unlawful advertising via email

OLG Hamm: Penalty for unlawful advertising via email

Advertising is subject to restrictions, and anyone who oversteps these may be faced with severe penalties. This also applies to unlawful advertising via email, as demonstrated by a ruling of the Oberlandesgericht (OLG) Hamm [Higher Regional Court of Hamm].

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: Email is as fast as it gets. The advertising is targeted at and directly reaches the recipient. While a lot of advertisers may find this convenient, many of the recipients are bothered by these kinds of advertising emails. What“s more, they are not always permissible. Anyone who nevertheless simply sends out these kinds of emails can render themselves liable to prosecution, as shown by a final judgment of the Oberlandesgericht Hamm from November 25, 2016 (Az. 9 U 66/15).

In the instant case, a workshop had repeatedly received email advertising from a firm marketing advertising media, in particular foil stickers. The workshop received this kind of advertising email against its will for the first time in 2011. The workshop issued the sender with a warning. The latter issued a cease-and-desist declaration with a penalty clause and committed in the event of the behaviour in question being repeated to paying a contractual penalty in the amount of 3000 euros. About three years later, this conduct was repeated; the workshop once again received this kind of email featuring advertising without its consent. It subsequently demanded that the defendant pay the agreed contractual penalty and issue a new cease-and-desist declaration.

The defendant resisted these measures, claiming that it had not sent the email that was the subject of the dispute. However, its address was listed in the email“s sender field and it was therefore unsuccessful before the OLG Hamm.

The OLG Hamm adopted a clear position after an expert opinion was furnished. According to this, there was no doubt that the email was sent from within the defendant“s firm. The expert was able to track the progress of the email and rule out the possibility that there had been any manipulations or that the email had been sent by a third party without the defendant“ knowledge. The OLG Hamm also ruled that the contractual penalty was not an unreasonable amount.

There is often a fine line in advertising. Violations of competition law can give rise to formal written warnings, damages claims and injunction suits. Lawyers who are competent in the field of competition law can assist companies in fending off or enforcing claims resulting from violations of competition law.

https://www.grprainer.com/en/legal-advice/intellectual-property-law-and-trademark-law/advertising.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

Truck cartel: First damages claims to prescribe could do so as early as 2017

Truck cartel: First damages claims to prescribe could do so as early as 2017

Truck cartel: First damages claims to prescribe could do so as early as 2017

Those affected by the truck cartel are entitled to claim damages, but the limitation periods need to be observed. The first claims to become time-barred could do so as early as January of 2017.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: Over a period of 14 years between 1997 and 2011, the truck manufacturers Daimler, MAN, Iveco, DAF and Volvo/Renault illegally fixed prices, among other things, resulting most notably in forwarders and transportation companies incurring extensive financial losses.

The European Commission imposed a fine in the amount of almost three billion euros for this violation of antitrust law. What“s more significant from the perspective of buyers and lessees which procured trucks during this timeframe from the truck manufacturers in question is that they are entitled to damages. Following the European Commission“s decision, the way is now clear for damages claims. While it is no longer necessary to adduce evidence in relation to the violations, claims do need to be actively asserted. Those that purchased or leased the trucks can turn to lawyers who are versed in the field of antitrust law to enforce their claims.

That being said, limitation periods have to be observed to prevent the claims from lapsing. The first claims to prescribe could do so as early as January of 2017. Since 2002, a maximum limitation period of ten years has been in force. As a result of the European Commission“s investigations, the limitation period was suspended. The suspension of the statute of limitations is likely to come to an end in January of 2017. This means that damages claims in relation to trucks purchased or leased between 1997 and 2001 could shortly become time-barred. Claims for trucks purchased in 2002 could prescribe in July of 2017. For this reason, action ought to be taken immediately in these cases to prevent the claims from lapsing. For trucks that were procured in 2003, the statute of limitations for damages claims is thus likely to kick in in the summer of 2018. This is the way in which limitation periods gradually progress.

Apart from bringing a civil action, it might also be possible to reach an out-of-court settlement with the cartel members. The truck manufacturers in question are aware that they could be faced with damages claims and have therefore presumably made provisions for these cases. Should it prove impossible to arrive at an agreement, the claims can also be enforced before the courts.

https://www.grprainer.com/en/legal-advice/antitrust-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

Exceptional notice terminating the employment relationship for good cause

Exceptional notice terminating the employment relationship for good cause

Exceptional notice terminating the employment relationship for good cause

Employers that wish to issue an employee with exceptional notice of dismissal need to be able to cite good cause for this action. Otherwise, the notice of dismissal is generally ineffective.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: Unlike in the case of ordinary notice of dismissal, exceptional notice of dismissal can normally be issued without having to observe notice periods. Having said that, there needs to be good cause to justify exceptional notice of dismissal with immediate effect. Whether the labour courts approve a notice of dismissal is, however, a decision that is always taken on a case-by-case basis.

From the employer“s perspective, good cause justifying exceptional notice of dismissal relates to the employee“s conduct in most cases. This could be a breach of duty on the part of the employee, for instance because he fails to fulfil his obligations as set out in the employment contract and owes it to the employer to perform his work. That being said, the justification for dismissal can also pertain to the employee“s social behaviour vis-à-vis his colleagues and superiors, e.g. if matters were to come to blows or serious insults were dealt out. The grounds justifying dismissal must in each case be serious enough that the employer can no longer be expected to continue the employment relationship, even until the expiry of the ordinary notice period.

In a lot of cases, the labour courts have the final word regarding whether exceptional notice of dismissal has been issued effectively. They assess whether there is good cause justifying dismissal and weigh up the interests of both sides. Factors such as the duration of the employment relationship, social factors as well as mitigating circumstances form part of the assessment. As such, it is always ultimately determined on a case-by-case basis whether the exceptional notice of dismissal was issued effectively or whether the employer could have resorted to more lenient measures. Even if there is a serious reason for dismissal, exceptional notice of dismissal may nonetheless be ineffective.

That is why employers should always be in a position to properly prepare and justify exceptional notice of dismissal. In many cases, it can be helpful to first draw the employee“s attention to his breaches of duties and issue a formal written warning. The employer needs to issue exceptional notice of dismissal two weeks after becoming aware of the good cause justifying dismissal.

Lawyers who are experienced in the field of employment law can advise employers on matters concerning dismissal as well as in relation to other legal issues.

https://www.grprainer.com/en/legal-advice/employment-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

Bundeskartellamt imposes fines for illegal price fixing

Bundeskartellamt imposes fines for illegal price fixing

Bundeskartellamt imposes fines for illegal price fixing

Manufacturers are allowed to make non-binding price recommendation, but they cannot issue merchants with price specifications. Otherwise, they are in breach of antitrust law.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: Manufacturers in various sectors constantly try to issue merchants with price specifications. However, this is detrimental to consumers because it restricts competition among merchants and results in products not being offered at lower prices. Violations of antitrust law and competition law stemming from vertical price-fixing arrangements can prove to be expensive.

This became apparent to five furniture manufacturers, against which the Bundeskartellamt, Germany“s Federal Cartel Office, initiated proceedings that have since been concluded. The Cartel Office issued fines against the companies and four responsible managers amounting to a total of around 4.4 million euros on account of illegal price-fixing agreements.

Merchants had complained about price specifications and the Bundeskartellamt subsequently opened proceedings in June of 2014. In the course of this, the competition watchdog came across vertical price-fixing arrangements. Minimum prices and so-called „discount corridors“ (Rabattkorridore) were to be strictly observed in relation to consumers. It was said that the fines imposed could have been higher if the cartel members had not cooperated with the Bundeskartellamt, thus making it impossible to reach an amicable conclusion to the proceedings.

Violations of antitrust law, e.g. due to price-fixing agreements, can be met with severe penalties. These can go beyond mere fines, with the companies concerned potentially facing damages claims and criminal repercussions. Senior managers can also be held liable.

Having said that, violations of antitrust law or competition law are by no means always clearly intentional. Infringements can sometimes occur unwittingly, for example because individual contractual clauses contravene existing laws. The consequences may nevertheless be severe. It is therefore advisable to have agreements examined by competent lawyers, including with a view to any implications under antitrust law. Appropriate legal advice is also called for if violations of antitrust law or competition law have already occurred and claims need to be seen off or enforced.

https://www.grprainer.com/en/legal-advice/antitrust-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

Bundeskartellamt imposes fines for vertical price-fixing agreements

Bundeskartellamt imposes fines for vertical price-fixing agreements

Bundeskartellamt imposes fines for vertical price-fixing agreements

The Bundeskartellamt, Germany“s Federal Cartel Office, has concluded the final proceedings in relation to price fixing in the food industry and, according to its own statements, imposed fines totalling around 18 million euros

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: According to its own statements, the Bundeskartellamt“s investigations into vertical price-fixing in the food industry are among the costliest fine proceedings that the Office has conducted to date. With the final three proceedings having since also been concluded and fines imposed, the investigations that began in January of 2010 are now over.

The Bundeskartellamt had investigated illicit price-fixing agreements between manufacturers and trading companies concerning confectionary goods, coffee, animal food, beer as well as personal care products. In the last three proceedings, fines were imposed against merchants on account of illegal price-fixing arrangements pertaining to various beer products. According to information released by the Bundeskartellamt on December 15, 2016, the companies concerned can still appeal before the Oberlandesgericht (OLG) Düsseldorf [Higher Regional Court of Düsseldorf].

In the case in question, information from the Bundeskartellamt indicates that a total of 38 individual fines have been imposed against 27 companies due to vertical price-fixing agreements. The total sum of these fines amounts to around 260 million euros.

In the case of vertical arrangements, prices are fixed between manufacturers and trading companies. This primarily affects consumers, as price-fixing agreements hinder fair competition and thus violate antitrust law.

These kinds of violations of antitrust law can be met with severe sanctions, as the fines issued demonstrate. That being said, fines are not the only possible consequence; the cartelists could be faced with damages claims or additional repercussions under criminal law as well. Should this be the case, it is also possible for the executive bodies of companies involved in illegal arrangements to be held liable.

Violations of antitrust law do not have to be nearly as blatant as in the case of illegal price-fixing agreements. Even seemingly insignificant contractual clauses can give rise to an infringement and result in appropriate consequences. It is therefore advisable to have agreements examined by competent lawyers, including with a view to any consequences under antitrust law. Appropriate legal advice is also called for if violations of antitrust law or competition law have already occurred and claims need to be seen off or enforced.

https://www.grprainer.com/en/legal-advice/antitrust-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

GRP Rainer Rechtsanwälte: Reviewing franchise agreements

GRP Rainer Rechtsanwälte: Reviewing franchise agreements

GRP Rainer Rechtsanwälte: Reviewing franchise agreements

The key arrangements between franchisees and franchisors are set out in the franchise agreement. For this reason, both parties ought to closely scrutinize this document.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: Various different fields of law play a role when it comes to franchise law. It is equally important to take into account statutory provisions from commercial law as it is to consider aspects of competition law, antitrust law and employment law. It is therefore advisable to obtain comprehensive, interdisciplinary legal advice from a single source. Furthermore, the arrangements between the parties laid out in the franchise agreement should be prepared in as much detail as possible and reviewed. As a law firm with expertise in a wide range of fields within commercial law, GRP Rainer Rechtsanwälte can assume responsibility for reviewing the arrangements set out in the franchise agreement and ensure that the final agreement satisfies both parties.

There are no legal requirements for franchise agreements, unlike in the case of e.g. rental or purchase agreements. Thus, it is all the more crucial for the key arrangements to be drafted in as much detail as possible and in doing so avoid any room for interpretation. In particular, aspects such as the duration, territorial protection, merchandizing as well as the terms relating to the expiry or termination of the agreement need to be clarified.

In the case of franchise relationships, the franchisor is generally viewed as the stronger party due to their advantage in knowledge vis-à-vis the franchisee. That is why the franchisor is subject to obligations requiring it to disclose specific information, e.g. concerning the workings of the franchise system. However, the legislature has to date failed to flesh out the franchisor“s duties to provide information. Notwithstanding this, the franchisor is not allowed to pique interest in collaboration using economic figures that are completely unrealistic and thus give rise to false expectations on the part of potential franchise partners. This kind of approach can ultimately result in the franchisee being able to assert claims for damages.

To avoid legal disputes from the outset, the opportunities and expectations ought to be reviewed realistically and the rights and obligations of the parties to the contract carefully defined. Experienced lawyers can be consulted to ensure that the partnership“s development satisfies both sides by competently and fairly drafting agreements.

https://www.grprainer.com/en/legal-advice/commercial-law/franchise-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

OLG Dresden: Representation or accompaniment at general meeting of shareholders

OLG Dresden: Representation or accompaniment at general meeting of shareholders

OLG Dresden: Representation or accompaniment at general meeting of shareholders

GmbH shareholders can be represented by a proxy at the general meeting of the shareholders. In addition, it may be permissible according to a ruling of the Oberlandesgericht (OLG) Dresden [Higher Regional Court of Dresden] for them to bring an adviser along to the meeting.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: The general meeting of the shareholders is the main decision-making body within a GmbH. Thus, the right to participate in this meeting represents one of the core rights of membership accorded to shareholders. This right can only be restricted under strict conditions. Furthermore, shareholders generally also have the right to be represented by proxy at the general meeting of the shareholders, unless otherwise stated in the articles of association.

This can, however, often give rise to disputes among the shareholders, particularly when resolutions to the detriment of a shareholder are prepared. The Oberlandesgericht Dresden had to rule on whether it is acceptable for a minority shareholder to be represented by his lawyer and whether he can bring him along as an advisor to the general meeting of the shareholders (Az.: 8 U 347/16).

In the instant case, the shareholders of a GmbH wished to arrive at a decision regarding the redemption of a minority shareholder“s shares as well as the latter“s exclusion. The OLG ruled that whether a shareholder has the right to vote or, as in the present case, is not entitled to vote, this does not affect his right to participate. It held that the right to participate guarantees him the right to be heard and comment on proposed resolutions. Additionally, it ensures that the shareholder is informed about the progress and content of the decision-making process. The Court went on to say that unless the articles of association provide otherwise, the shareholder can be represented by a proxy at the meeting and must issue his representative with a power of attorney for this to happen. Restrictions on the admission of a representative were said to be only permissible in the case of special circumstances or an important, objective justification.

The Court stated that if a shareholder personally attends the meeting, he is, as a matter of principle, not entitled to bring along an advisor, unless this stems from fiduciary duties in relation to the remaining shareholders. This might be the case if serious decisions need to be made and the shareholder lacks the relevant expertise or the shareholder“s legal status is directly concerned, e.g. due to his shares being redeemed.

Having said all of that, it is possible for important arrangements to be agreed in the shareholder agreement or articles of association. Lawyers who are experienced in the field of company law can advise accordingly.

https://www.grprainer.com/en/legal-advice/company-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

BGH on liability of managing directors if social security contributions not paid

BGH on liability of managing directors if social security contributions not paid

BGH on liability of managing directors if social security contributions not paid

The managing director of a GmbH, a type of German private limited company, is responsible for ensuring proper payment of social security contributions. Failure to fulfil his duties can render him personally liable.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: While a managing director of a GmbH is not initially liable with his private assets, he may nonetheless be personally liable if he breaches his duties. A managing director“s duties include, among other things, ensuring that contributions to social security are properly paid. However, a breach of duty always presupposes fault on the part of the managing director, i.e. he must have acted deliberately or negligently.

If the social security contributions for the workers of a GmbH are not properly paid, the managing director may be personally liable for this. Having said that, a ruling of the Bundesgerichtshof (BGH), Germany“s Federal Supreme Court, from May 3, 2016 shows that the social security agencies would then also have to be able to demonstrate intent on the part of the managing director (Az.: II ZR 311/14). The 2nd Civil Panel of the BGH held that a social security agency bringing a claim against a managing director of a GmbH for withholding contributions to social security also needs to be able to prove that the managing director acted with intent. The Court went on to say that this also applies if the managing director“s breach of duty has been objectively established, as intention cannot be automatically inferred from this. The managing director was said to merely bear the secondary burden of producing evidence.

If the managing director entrusts the task of paying social security contributions to other employees, he must nevertheless take action pursuant to his monitoring obligations if there are any indications that the contributions are not being paid correctly.

The managing directors of a GmbH need to realize that they not only bear a high level of responsibility vis-à-vis the company and its employees, but are also exposed to a considerable risk of liability. To reduce this risk, appropriate measures ought to be taken.

Lawyers who are competent in the field of company law can advise on matters ranging from drafting agreements through to taking out D&O insurance policies as well as when the question of liability arises, and take appropriate legal measures to reduce the risk of personal liability and assist in fending off claims in the event that they are raised.

https://www.grprainer.com/en/legal-advice/company-law/managing-director.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en

Politics Law Society

Family foundations and business succession

Family foundations and business succession

Family foundations and business succession

Establishing a family foundation can be a sensible means of preventing disputes from arising among heirs as well as resolving the issue of business succession.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London conclude: In the case of many family-run companies, the issue of business succession will need to be addressed in the coming years. This can prove to be a challenging issue for various reasons, e.g. there may not be a suitable successor on the horizon from within the family, disputes can arise among the heirs, or the assets might be broken up in the event of succession. This could in turn jeopardize the company“s existence and thus also put the financial security of close relatives at risk.

In cases such as these, setting up a family foundation could be a sensible alternative. In doing so, the founder contributes personal and/or business assets to the foundation. The foundation is then meant to ensure the firm“s continued existence, with disposal, voting and control rights going to the foundation“s governing bodies, e.g. the executive board. The foundation can take account of family members and therefore ensure their financial security. The assets can be contributed by the founder during his lifetime or not until succession takes place.

A family foundation has several advantages: it can prevent assets from being split up, for instance, as a result of divorce or inheritance cases. Moreover, relatives do not have the opportunity to dispose of their shares in the business assets and thus put the continued existence of the business at risk. A foundation can also entail tax advantages.

When it comes to foundations, great importance is attached to their statutes. They define the foundation“s purpose, set out its structure and its beneficiaries. Accordingly, they need to be prepared in suitable detail while adhering to the legal framework.

When establishing a foundation, lawyers who are versed in the fields of company law and tax law can be consulted. They can ensure that the statutes are drafted properly and the foundation“s purpose is clearly defined, thereby making it possible to avoid potential legal disputes.

https://www.grprainer.com/en/legal-advice/company-law/foundation-law.html

GRP Rainer LLP www.grprainer.com/en/ is an international firm of lawyers and tax advisors who are specialists in commercial law. The firm counsels commercial and industrial companies and corporations, as well as associations, small- and mid-sized businesses, self-employed freelancers and private individuals worldwide from offices Cologne, Berlin, Bonn, Dusseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London UK.

Kontakt
GRP Rainer LLP
Michael Rainer
Augustinerstraße 10
50667 Cologne
+49 221-27 22 75-0
+49 221-27 22 75-24
info@grprainer.com
http://www.grprainer.com/en