Germany: Corporate and Company Law

The European Union's Packaging and Packaging Waste Regulation (PPWR) became applicable across all Member States in August 2026, introducing new compliance obligations for manufacturers, importers, and distributors. The European Commission's updated FAQ provides crucial guidance on role classification, conformity requirements, and enforcement approaches, yet significant questions remain regarding operational implementation and the allocation of responsibilities throughout the value chain.

A leaked draft of a standalone German Investment Screening Act (the “IPG”) has been circulating for a few days – offering a first concrete glimpse into the planned overhaul of Germany's FDI regime.

The Court of Justice of the European Union has ruled that shareholder creditors cannot use foreign choice-of-law clauses to avoid claw-back actions under insolvency proceedings.

The Federal Court of Justice has issued a landmark ruling clarifying whether employees of joint ventures can be counted toward the 500-employee threshold required for mandatory employee representation on supervisory boards under Germany's One-Third Participation Act. This decision resolves a long-standing controversy in corporate co-determination law with significant implications for how companies structure their corporate groups and joint ventures.

Debt-to-equity swaps offer distressed companies a path to financial recovery by converting creditor receivables into equity, but they carry significant valuation risks that can expose new shareholders to unexpected liabilities. This analysis examines the legal framework governing these complex restructuring instruments in Germany, including insolvency plan proceedings and StaRUG restructuring procedures. Understanding the critical risk factors and implementation strategies is essential for creditors, distre

A German Federal Court of Justice ruling examines the boundaries of shareholder loyalty duties in litigation funding arrangements, particularly when funders are affiliated with shareholders.

Corporate transactions in Germany present complex tax considerations for buyers and sellers, with fundamentally different implications depending on whether the deal is structured as an asset or share transaction. Understanding how capital gains taxation, real estate transfer tax, and depreciation rules apply to each structure is essential for optimizing after-tax outcomes and managing inherited tax liabilities.

A crisis at the cash-pool leader does not automatically make cash pooling impermissible. It does, however, materially intensify the review, monitoring and documentation duties of managing directors at the level of each participating company. The key issues are recoverability of the repayment claim, practical access to pooled funds and protection of the company’s own minimum liquidity.

Die Anwendung der Zinsschranke bei Personengesellschaften wirft erhebliche systematische und praktische Fragen auf. Diese treten besonders deutlich bei Beteiligungen von inländischen Steuerpflichtigen an ausländischen Personengesellschaften hervor, wie sie typischerweise bei internationalen Private Equity Strukturen anzutreffen sind.