Notification duty, closing prohibition and the planned Investment Screening Act: what sellers must consider when selling a company to a buyer from outside the EU.

Choice of law, warranties, sandbagging and investment screening: what sellers should consider when selling a company to a U.S. buyer.

Delaware Court of Chancery (Dinkevich v. Deutsche Telekom): presumption of public access to court records and redactions – what German companies should note in Delaware proceedings.

The BGH narrows the exclusion of D&O cover for knowing breach of duty (IV ZR 66/25): payments after the onset of insolvency must be assessed individually.

Shares are heritable, but the articles of association steer succession. What shareholders need to know on redemption, assignment, succession clauses and compensation.

Intercompany service agreements between German and US group companies: capital maintenance (§ 30 GmbHG), management liability, data transfers and choice of law at a glance.

Fiduciary shareholdings in family businesses: above 25%, trustee and principal may both have to be reported as beneficial owners (§ 3 Abs. 2 GwG). What to check now.

Carve-outs in manufacturing companies: structure (§ 123 Abs. 3 UmwG), transfer of undertaking (§ 613a BGB), contracts, TSA and acquirer liability (§ 25 HGB, § 75 AO) at a glance.

A sale to a competitor: trade secrets are protected only if reasonable secrecy measures are in place (§ 2 Nr. 1 lit. b GeschGehG). Combining NDA, phasing, clean team and warranties.

Five typical formation mistakes can undermine the limited liability of a GmbH – from advance payment of contributions to concealed contributions in kind (§§ 7, 8, 9a, 11, 19 GmbHG).

Converting a GmbH into an AG changes decision-making, share transfers and obligations. When it pays off for mid-sized companies – and what speaks against it.

Under the law of the US state of Delaware, MAC clauses are practically ineffective as a right of withdrawal. Only a clearly quantified exit threshold offers effective protection.

US law: When courts disregard the separation of parent and subsidiary (piercing the corporate veil) – the four typical scenarios and practical recommendations for German groups.

Since 1 January 2024, a civil-law partnership (GbR) can be registered in the partnership register. For partnerships holding real estate this is a prerequisite for land register entries – and advantageous in other respects too.

A KG can only be registered once its general partner (if itself subject to registration) has been registered. Errors in the sequence of formation cost time and money – and carry liability risks.

Federal Court of Justice (order of 10 December 2025 – II ZR 129/24): A claim for repayment of the contribution may at the same time constitute the extraordinary termination of the silent partnership.

Articles-of-association provisions on convening that deviate from the statutory requirements must be unambiguous; the invitation must clearly set out all agenda items.

Court of Appeal Berlin (order of 2 June 2025 – 22 W 20/25): The registration of a GbR may not fail because the heirs of a deceased partner are still unknown.

North Rhine-Westphalia, Berlin and Bavaria propose fully automated real-time formation procedures with "G24" – in parallel to the European "EU Inc.".

Federal Court of Justice (order of 22 October 2025 – I ZB 47/25): The de facto managing director of a GmbH may also be obliged to provide a statement of assets.