Corporate Law

On 17/04/2024, the second act amending the DWD act and amending German commercial law provisions (“Zweite Gesetz zur Änderung des DWD-Gesetzes sowie zur Änderung handelsrechtlicher Vorschriften”) became effective. This act has raised the thresholds “balance sheet total” and “revenues” for determining company size classes in the German Commercial Code (“HGB”). This increase leads to a reduction in reporting requirements, and in some cases to an exemption from the statutory audit obligation, in particular for companies (corporations) which are now classified in a smaller size class as a result of the reclassification.

EU-wide unified anti-money laundering and transparency requirements lead to a comprehensive expansion of the obligations of German and foreign companies to notify their beneficial owners to the German transparency register (Transparenzregister). In this first part of the series of articles, an overview of the new EU-AMLR is provided before going into more detail on selected key elements of the numerous new regulations in the following articles.

For the second year, Deloitte Legal hosted the Deloitte Legal Tech Fair in Düsseldorf, providing new and exciting insights into Behavioral Compliance, Legal Front Door, Matter Management and the growing role of generative AI in the legal department.

"UmRUG" nearly passes the finish line: After a tough legislative process, the German Parliament (Bundestag) passed the draft bill of the UmRUG introduced by the German government on January 20, 2023 (and thus shortly before the end of the implementation period expiring on January 31, 2023). Prior to this, the bill had been amended by the responsible Legal Affairs Committee (Rechtsausschuss). The promulgation of the Act will (finally) create the legal prerequisites for cross-border reorganization transactions in the form of a division and a change of legal form involving German legal entities. Cross-border reorganization processes will thus be significantly facilitated.

We are pleased to announce a strategic alliance between Deloitte and Ironclad, Inc. This partnership marks a significant milestone in our journey to deliver innovative solutions to our clients. Together, we are poised to revolutionise the way organisations manage their contracts and legal operations.

Implementation of EU Mobility Directive in finalization

Explore the evolving responsibilities and strategies for the chief legal officer (CLO) role.

Since 1.08.2022, the legislator has made it possible by law to hold shareholders' meetings virtually, which was previously only permissible with a corresponding provision in the articles of association. However, since the statutory provision requires that all shareholders agree to the virtual resolution in text form and the law does not contain any further specifications regarding the conduct of the virtual meeting, it is still recommended to include provisions on the virtual meeting in the articles of association. However, despite a recent decision of the Federal Court of Justice, it remains questionable whether a virtual resolution is possible under certain conditions even in the case of transformation resolutions requiring notarization.