Monthly Dose of Germany

Back-Branching

The role of branches in the United Kingdom in accessing the EEA market.

The withdrawal of Great Britain (“UK”) from the European Union (“EU”) on 31 January 2020 is the first application of Article 50 Treaty on European Union (“TEU”) and thus a political and European legal novelty and an object lesson for dealing with the withdrawal of a European Economic Area (“EEA”) Member State. While the political negotiations on the exit modes were mainly concerned with the border between Ireland and Northern Ireland, the retention of residence rights and the future modalities of the movement of goods, the financial sector played a subordinate role. This is particularly evident in the Brexit withdrawal agreement between the UK and the EU. It does not make a single explicit statement on the structure of the relationship between the EU and UK in financial services in a post-Brexit environment. From a prudential point of view, Brexit is a culmination point for all questions of third country access to the EEA. How should credit institutions from the UK - now a third country - be granted access to the EEA and vice versa? How can it be ensured that, with regard to market access from the UK to the EEA, each Member State acts in a convergent manner and no arbitrage effects arise? How can the regulators improve convergence in the EEA given the different supervision in the participating member states under Article 17 of the Single Supervisory Mechanism (“SSM”) and those that do not participate? To what extent can tasks be outsourced to the UK? Can the concept of ‘reverse solicitation’, i.e. the use of the (passive) freedom to provide services under Article 57 et seq. of the Treaty on the Functioning of the European Union (“TFEU”), improve cross-border activities? How can customer relationships, i.e. contracts as well as assets and liabilities, be transferred if the registered offices relocate from the UK into the EEA?

This ILF Working Paper deals with a specific scenario of third country access, which is caught between the conflicting regimes of the European passport and individual national regulations of third country access: back-branching.

Implementation of the EU Working Conditions Directive - An overview of upcoming changes and challenges

For the protection of employers and employees, the Evidence Act regulates requirements that must be observed when drafting employment contracts. The Working Conditions Directive supplements and expands these requirements. The following article provides an overview of the changes planned in the course of transposing the directive into national law, which are to apply from August 1, 2022.

The purpose of the EU Directive on Transparent and Predictable Working Conditions (EU Directive 2019/1152) dated June 20, 2019 (the so-called "Working Conditions Directive") is to improve working conditions by promoting transparent and predictable employment while ensuring the adaptability of the labor market. The transposition into national law will result in particular in changes to the Evidence Act.

On April 8, 2022, the German government presented a draft law (20/1636) to implement the Working Conditions Directive.

From template collection to the clause database

Exploit advantages and avoid typical mistakes – the Dos and Don'ts of clausification

Clausification, also referred to as content deconstruction, is the process of breaking static contract templates into individual clauses and creating a library of clauses and dynamic templates. These templates reference the clause from the clause library using internal logic.

This article illustrates the advantages of clausification, scoping and planning of a clausification, the content of the clausification process and provides an overview of lessons learned.

Digital Banking and Banking as a Service - A Comparison of Turkish and European Law

Digital transformation in the financial industries is a continuous process affecting products and services provided to end users, internal processes and existing service models. Newly developed and implemented technologies are changing the conventional understanding of the business as well as the interaction with the end-users. Over the past years, the importance of fintech has grown significantly, and this has also affected the legislative background both in European Union (“EU”) and in Turkey. Recently, Turkish lawmakers have regulated the concepts of digital banking and Banking as a Service (“BaaS”) which are seen as the wave of the future.

The Article sets out to evaluate the legislation on digital banking and BaaS by comparing EU and Turkish laws together with the legislative backgrounds.

Transactions News

We at Deloitte Legal Germany have had the opportunity to advise on quite a few transactions and would be happy to discuss opportunities that we see and services that we can offer in the field of M&A, including carve-out transactions, with you. Hereinafter, we would like to provide an overview on a recent transaction that our teams have advised on.

Thimm Group | Sale of THIMM Packaging Systems:
Deloitte Legal advises the Thimm Group on the sale of THIMM Packaging Systems GmbH + Co. KG
More information

Legal on Air Podcasts

This year, we will continue our podcast "Legal on Air summer trip" during the summer months. Our country desk representatives will discuss topics such as supply chains, mobility guidelines and much more with their international colleagues.

The first episodes featured the following topics and country desks:

• French Desk:  In the aftermath of the Rana Plaza tragedy, legislative action was taken to ensure global supply chains become more sustainable. In this episode, Arnaud Raynouard, Muriel Feraud-Courtin (France) and Thomas Born (Germany) discuss the pioneer French Corporate Duty of Vigilance Law and its German counterpart, latter becoming effective in 2023. The implications these acts have on EU legislation are outlined, as well as further steps for companies to consider in lieu of these legislative changes.
• Czech Desk: German and Czech companies are closely integrated in international supply chains. Cross-border transactions, however, are challenged considering the current political and market conditions. Our experts Peter Karmann (Germany) and Lukas Poddany (Czech Republic) discuss the ongoing issues for German and Czech companies. Firms are given advice on how to mitigate risk and resolve conflicts, as possible courses of legal action are identified and elaborated upon.
• Spanish Desk: "Pacta sunt servanda" - the principle of contractual fidelity on which contracting parties can fully rely. However, is this principle truly sacrosanct? Felix Felleisen and Pedro Vera Martinez elaborate exemptions at the example of the COVID-19 pandemic and the war in Ukraine. Hereby, the discussion focuses on the principle "rebus sic stantibus" and its implications for affected contracting parties in Germany, Spain and Latin America.

All podcasts are available via SoundCloud, Apple Podcasts and Spotify: Legal on Air Podcasts