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NEWSLETTER
March 2019
German law aspects of a cross-border merger between a German entity and an entity domiciled in another EU or EEA country are governed by Sec. 122a et seq. of the German Transformation Act (Umwandlungsgesetz, UmwG). With the Brexit approaching, Sect. 122m UmwG came into force on 1 January 2019.
NEWSLETTER
October 2017
News and developments in the Banking and Finance Sector
German Federal Court of Justice finds handling fees in general terms and conditions of loans in the B2B-sector to be invalid – substantial repayment claims possible
Author: Dr. Christina Griebeler
1. Background and implications of the new jurisprudence
In the year 2014 the German Federal Court of Justice (Bundesgerichtshof, the "BGH") found "handling fees" (Bearbeitungsentgelte), sometimes also called "administrative fees" (Bearbeitungsgebühren), in general terms and conditions ("Ts&Cs") for consumer loan agreements to be invalid. Since then, German jurisprudence and scholars have been discussing whether this also applies to cases of banks granting loans to companies or business professionals respectively (Unternehmer). Recently the BGH has decided that this is the case – meaning that businesses will be able to call upon their banks to reclaim handling fees.
NEWSLETTER
July 2017
kallan Newsletter July 2017
New transparency register and requirements regarding shareholders' list
Author: Oliver Cleblad
Companies must pay close attention: A so-called transparency register will be established in Germany displaying information on the beneficial owner of a corporation. Companies have to verify what information they must provide to the register with regard to their beneficial owners. Also, new requirements regarding the shareholders' list will have to be met.
New incentive for tenants' solar power supply (Mieterstrom)
Author: Annika von La Chevallerie, LL.M.
The supply of solar power to tenants of residential buildings will be promoted with a new incentive. On 29 June the German Parliament has adopted a new law by which a landlord can receive an extra payment if he supplies electricity generated in a photovoltaic power plant to tenants.
New German data protection law
Author: Rafael Hertz
On 12 May 2017, the German Federal Assembly (Bundesrat) agreed to the new German Federal Data Protection Act (BDSG), which was already passed by the German Parliament (Bundestag), to adjust German law to the new standards set by the EU General Data Protection Regulation (GDPR), coming into effect in May 2018.
The General Data Protection Regulation (GDPR) shall develop a uniform standard for data protection in Europe and applies without any implementation. EU Member States have to transpose it into their nation-al law by 6 May 2018 and the EU Regulation allows for certain EU Member States deviations from the text of the GDPR. On 12 May 2017, the German Federal Assembly agreed to the new German Federal Data Protection Act (BDSG) to complement the GDPR and regulate areas outside the scope of it.
This article provides an overview of the key changes in German Data Protection Law.
Compensation payments for commercial agents and official distributors
Author: Dr. Christina Griebeler, M.I.C.L.
In its judgment of 16 February 2017, the Higher Regional Court of Celle (Oberlandesgericht Celle, "OLG") deviated from the customary calculation methods for compensation payments for commercial agents in case of termination of the distribution contract by lowering the threshold values applicable to a "significantly expanded" business of an existing customer. If other courts join the OLG and follow its ruling, it may be easier for commercial agents and official distributors to successfully claim the maximum compensation payment.
4th Anti-Money Laundering Directive – effects on the German Money Laundering Act and the German Banking Act
Author: Manuel Haack
The recent implementation of the 4th AML directive brought about changes in the German Money Laundering Act (Geldwäschegesetz) and the German Banking Act (Kreditwesengesetz). The changes entail even more complex risk management procedures regarding money laundering and terrorist financing. Read on to learn more about the main changes in the law and what they mean to your business.
NEWSLETTER
April 2017
News and developments in the Banking and Finance Sector
European Central Bank published guidance to banks on
non-performing loans ("NPL")
Author: Dr. Christina Griebeler, Manuel Haack
Following a consultation process in autumn 2016, the ECB published on 20 March 2017 its final guidance to banks on the handling and reduction of NPL ("Guidance") – one of the most demanding problems within the European banking sector. The Guidance describes guidelines for measures, processes and best practices for banks when tackling NPL and it gives guidance calls on banks to implement realistic and ambitious strategies for NPL reduction. The Guidance is non-binding, but the ECB fully expects significant institutions ("SIs") and their subsidiaries to implement the Guidance and it shall serve as basis for an ongoing supervisory dialogue with banks in general.
NEWSLETTER
March 2017
kallan Newsletter March 2017
Payment Services Directive 2 – What will change?
Author: Dr. Christina Griebeler, M.I.C.L.
Soon the second Payment Services Directive will replace the first Payment Services Directive of 2007, aiming at stimulating innovations in the payment transactions market and in the security of payments. Another stated goal is the strengthening of rights of the customers of payment services providers. Will PSD 2 transform the banking industry entirely?
How to reduce electricity costs: Important new rules and deadlines
Author: Annika von La Chevallerie, LL.M.
Companies with high electricity consumption pay close attention: On 1 January 2017 new rules for reducing the combined heat and power levy (KWK-Umlage) came into force. In addition, note that the deadline for reporting electricity consumption
in 2016 is 31 March 2017.
Reform of the German Temporary Employment Act
(Arbeitnehmerüberlassungsgesetz - AÜG)
Author: Julia Loos
The reform law passed by the German parliament will lead to material changes in central fields of personnel leasing with effect as of 1 April 2017. These changes are designed to limit misuse of personnel leasing and strengthen the position of employees working under such contracts. The following article summarises the key points of the new legislation.
Upcoming legislative changes in construction law
Author: Thilo Schulz
In spring or early summer 2017 new legislation is expected to be passed, setting forth for the first time specific provisions for construction agreements and agreements with architects and engineers directly in the German Civil Code. Changes will most likely be made in areas such as the payment of instalments to contractors, acceptance of works and price adjustments mechanisms.
Proposal for European rules on restructuring and
second chance procedures
Author: Dr. Christina Griebler, M.I.C.L.
On 22 November 2016 the European Commission presented a proposal for a Directive containing a set of EU-harmonised rules on restructuring and second chance procedures aiming to reduce bar-riers to cross-border investments and unnecessary liquidations, maximising value for creditors and increase the opportunities for entrepreneurs to be granted a second chance with a fresh start.
NEWSLETTER
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