Monthly Dose of Germany

Trade restrictions and sanctions against Russia and its allies in response to the invasion of Ukraine

In response to the Russian military's invasion of Ukraine, the European Union has imposed sweeping sanctions and trade restrictions. It is now essential for companies to react ad hoc and adequately to current and future developments. In our article, we give an overview on trade-related restrictions, persons-related restrictions, financial market -related restrictions and provide practical guidance on what companies should consider now.

"Freezing solution" for German Co-determination - Thawed in the future?

German law provides for regulations dealing with co-determination, i.e. mechanisms providing for representation of employees on supervisory boards of German companies. In German, this is referred to as Mitbestimmung, which literally translates as co-determination, but, in pieces of European legislation is often referred to as employee participation. Pursuant to the corresponding rules, companies that are subject to the German One-Third Participation Act (Drittelbeteiligungsgesetz, DrittelbG) or the German Co-Determination Act (Mitbestimmungsgesetz, MitbestG) due to their legal form (primarily AG, GmbH, KGaA) and provided that the number of employees regularly exceeds 500 or 2,000 (threshold value), must establish a supervisory board, at least one third (DrittelbG) or half (MitbestG) of whose members consists of employee representatives.

Pursuant to the Coalition Agreement, the Traffic Light Coalition intends to extend the scope of applicability of the corresponding provisions, thereby tightening rules and potentially making more companies subject to co-determination. In our article, we provide an overview on the announcements in the coalition agreement on the further development of employee participation/corporate co-determination - and the corresponding options for shaping it.

Implementation of the Directive on cross-border conversions, mergers and divisions

European law and national legislation already provide for a statutory framework for cross-border mergers. In contrast, there is a lack of statutory provisions for other cross-border reorganization measures, in particular cross-border de-mergers and cross-border changes of legal form. This will change when the Mobility Directive will have been implemented in the EU/EEA member states. Pursuant to the Directive, this will need to happen ultimately by January 31, 2023. Recently, the Dutch legislator has undertaken first significant activities with regard to the implementation of the Mobility Directive, has presented a first preliminary draft of a corresponding Act and submitted it to the consultation procedure. Together with our Dutch colleagues, we provide an overview on some of the most relevant provisions contained in the Dutch Draft Act. At the same time, our article attempts to place the Dutch legislative proposal in its overall context and to show which (additional) cross-border restructuring operations will be possible in the future.

Occupational health and safety requirements as well as the presence of first and evacuation aiders in times of the Corona pandemic

This article provides an overview of the requirements of the German Occupational Health and Safety Act (ArbSchG) as well as the particularities to be considered due to the current Corona pandemic, whereby detailed consideration is given to the obligation to the presence of first and evacuation aiders.

Material Risk Taker @ IFD

The identification of Material Risk Takers according to the Technical Regulatory Standards for Investment Firms (Regulation 2021/2154).

Transactions News

Throughout 2021 as well as Q1/2022, we have seen an increasing deal flow in the German market, driven by various factors. We at Deloitte Legal Germany have had the opportunity to advise on quite a few of them and would be happy to discuss opportunities that we see and services that we can offer in the field of M&A transactions, including carve-out transactions, with you. Hereinafter, we would like to provide an overview on some of the transactions that our teams have recently advised on.

Nippon Steel Engineering:
Deloitte Legal advises Nippon Steel Engineering on the sale of Steinmüller Babcock Engineering to Hitachi Zosen
More info

Linden and SMK:
Deloitte Legal advises Winning Group on acquisition of insolvent automotive suppliers Linden and SMK
More info

Main Capital Partners:
Deloitte Legal advises Main Capital Partners on strategic partnership with biomedion
More info

The Match Factory:
Deloitte advises shareholders of The Match Factory GmbH on sale to MUBI Inc.
More info

Deloitte Legal Webcast Series – Archive

In our German language Deloitte Legal Update webcast series, we address current legal issues - both in dealing with COVID-19 and the consequences of the Pandemic, as well as other legal trends and developments that are important for corporate practice.

Topics recently featured in our Webcast Series included, by way of example:

• Managing real estate transactions successfully - avoiding current stumbling blocks, insights from practice
• Outlook 2022 - Economy, strategy, law - where is the journey heading and what needs to be done now?
• The new digital sales law: Need for action in the supply chain due to the changes in the law as of January 1, 2022
• The new coalition agreement: What is the traffic light coalition government planning for employment law? I New regulations to combat the COVID-19 pandemic
• Data protection in the enterprise 4.0 - How to succeed in the transformation to a powerful, efficient and sustainable data protection organization?
• Digitalization of the HR department | Legal aspects of handling employee data
• Restructuring Report 2021
• Update Franchise Law - Current Legal and Legal Policy Developments
• Corporate Defense - Current developments in litigation
• Data in corporate transactions - what to consider in carve-outs
• Global Supply Chains and the Path to a European Supply Chain Due Diligence Act

A list of all the webcasts we have already held, including downloads of the German language presentations, can be found here.

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.

Deloitte Legal Webcast "Legal Update #5/2022“: Employment law update: regulations to combat the COVID-19 pandemic | kick-off of works council election period

(Webcast in German language)

Wednesday, 23 March 2022 | 11:00 - 11:45 a.m.: In our first employment law webcast in 2022 of our Deloitte Legal Update webcast series, we address selected employment law issues currently relevant to employers with regards to the COVID-19 pandemic relaxations as well as information regarding works council elections. Find more information about the webcast and registration here.

Deloitte Legal Webcast Special: Sanctions against Russia – what to consider now?

(Webcast in German language)

Thursday, 10 March 2022 | 9:00 - 10:00 a.m.: In response to the Russian military's invasion of Ukraine, both the European Union and the United States imposed comprehensive trade restrictions against Russia, Belarus, and separatist-held territories in eastern Ukraine and expanded personal sanctions. You can find the slide deck in our webcast archive (in German language).

Deloitte Legal Webcast "Legal Update #4/2022": ESG - Green Financing

(Webcast in German language)

Wednesday, 9 March 2022 | 11:00 - 11:45 a.m.: In our Deloitte Legal Update webcast series, we address current issues around the topic of "ESG - Green Financing". You may find the presentation slides our webcast archive (in German language).