In Germany, if a civil law partnership, or GbR, becomes a shareholder in a limited company, or GmbH, not only is this GbR to be added to the list of shareholders, but so too must all partners of the GbR itself. That was the decision reached by Hamm Higher Regional Court (OLG) in its judgment of 24 May 2016 (27 W 27/16). Continue reading
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Debate about “hard” and “soft” balance sheet guarantees: Recommendations for the drafting of contracts
Latest verdict gives important indicators for buyers and sellers
In addition to other undertakings, corporate acquisition agreements often also contain warranties given by the seller concerning the accuracy of the annual financial statements of the business being sold. In practice, however, there are frequent disputes concerning these balance sheet guarantees, as they are known: Under what circumstances is the guarantee considered breached? What are the consequences of a breach of the guarantee? Continue reading