Monthly Dose of Germany

Early warning tools to detect financial crises and avoid director liability

The Corporate Stabilization and Restructuring Act (dubbed “StaRUG”) came into force on 1 January 2021. It codified, for the first time, management’s obligation to introduce a system for early detection of distress and crisis management across all legal corporations.

The new StaRUG provides a legal framework for the reorganization of distressed companies outside of insolvency proceedings. Corporate debtors may now implement necessary reorganization measures by introducing a restructuring plan affecting selected creditors only to ultimately avoid insolvency proceedings. The new StaRUG transposes the EU Restructuring Directive (EU) 2019/1023 into German law, which requires all EU member states to establish a pre-insolvency restructuring framework to avert probable insolvency.

No comeback for the home office bid obligation

The new SARS-CoV-2 Occupational Health and Safety Regulation

The Federal Ministry of Labour and Social Affairs (Bundesministerium für Arbeit und Soziales, “BMAS”) has enacted the SARS-CoV-2 Occupational Health and Safety Regulation (SARS-CoV-2-Arbeitsschutzverordnung, “Corona-ArbSchV 2022”) on 9 September 2022. The Corona-ArbSchV 2022 stipulates an expanded operational hygiene concept as the decisive measure, which must specify and implement the necessary - needs-oriented - protective measures for operational infection control on the basis of a risk assessment of occupational health and safety. The ‘comeback’ of the employer’s home office obligation, which was discussed during the preliminary discussions of the Corona-ArbSchV 2022, was not taken into account (anymore) in the final version of the draft.

Virtual shareholder meetings for the GmbH

According to a recent decision of the Federal Court of Justice (BGH) also permissible in the case of shareholders' resolutions requiring notarisation

In the case of the GmbH, the legislator has not - unlike in the case of the public limited company - opened up the possibility of holding shareholders' meetings virtually by operation of law as part of the "Corona legislation". However, this possibility can be introduced by a corresponding provision in the articles of association, which is highly recommendable from a flexibility and modernisation point of view, even after the end of the pandemic. According to a recent decision of the Federal Court of Justice, a virtual passing of resolutions should be possible under certain conditions even in the case of resolutions requiring notarisation.

Transactions News

We at Deloitte Legal Germany are constantly advising on numerous complex transactions and challenging projects.

We would be delighted to explain our services portfolio to you and discuss with you how we at Deloitte Legal Germany can assist you with your projects, whether in the field of Corporate Reorganizations, M&A transactions, including carve-outs, general commercial, employment law or LMC/LMS. Just reach out to us!

In order for you to better understand how we have helped other clients, we would like to hereinafter showcase information on two transactions and a LMC-project that our teams have recently advised on.

Klöckner & Co Group on two transactions:
The Deloitte Legal team led by Corporate/M&A Partner Michael von Rüden (Düsseldorf) and Corporate/M&A Senior Associate Christoph Meves (Düsseldorf) advised Becker Stainless GmbH, a subsidiary of Klöckner & Co SE, on two acquisitions: The acquisition of the business operations of Hernandez Stainless GmbH and the acquisition of RSC Rostfrei Coilcenter GmbH.
More information

Development of a Legal Matter Management System for and with E.ON
Supported by the Deloitte Legal Management Consulting team led by Klaus Gresbrand (Partner, Düsseldorf) and Dmitri Geidel (Associate, Berlin), a team of employees from various legal and IT departments of the E.ON Group (lead: Bettina Maeding, Stefan Grassee and Edgar Boger) developed the new legal matter management system “E.ON Legal Matters”.
More information

Deloitte Legal Webcast Series

In our German language Deloitte Legal Update webcast series, we address current legal issues and developments that are important for corporate practice.

In our upcoming "Legal Update" webcasts we will discuss:

• Cyber Security in the Municipal Sector: How do we secure municipalities? Current challenges and developments in cyber security | Wednesday, 12 October 2022 | 11:00 - 11:45 a.m. Register here (Webcast in German language)
  
• Webcast Special: Frauenwirtschaftstage: Interdisciplinary Impulses: Women.Founding-Start-ups | Thursday, 20 October 2022 | 5:00 - 6:30 p.m. Register here (Webcast in German language)

You can download the presentation of our webcast "German Act on the Notification of Conditions Governing the Employment Relationship 2022" in English language here.

Additionally you can download the German language presentation of our recent webcast "Early Crisis Detection to avoid Liability Risks and Restructuring Delays" here. An English language version will be made available soon.

In our Webcast Archive, you can find a list of previous webcasts and also download the corresponding presentations.

Should you be interested in topics discussed during one of our German language webcasts, do not hesitate to contact the respective presenters – they will be delighted to provide you with additional information in the English language.

Legal on Air Podcasts

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

All episodes are available via SoundCloud, Apple Podcasts and Spotify: Legal on Air Podcasts and featured the following country desks:

• Israel Desk
• Japan Desk
• China Desk
• Scandinavian Desk
• Spanish Desk
• Czech Desk
• French Desk