BUSINESS LAW NEWSFLASH NOVEMBER 2019

Published 21 November 2019 by SCHULTE RIESENKAMPFF Rechtsanwaltsgesellschaft mbH

Despite joint and several liability according to § 133 UmwG - payments between the joint and several debtors disadvantageous to creditors.
(BGH, judgment of 17.10.2019 - IX ZR 215/16)

If payments are made between two companies resulting from a spin-off, a creditor disadvantageous effect is to be assumed despite the existence of joint and several liability pursuant to § 133 UmwG.

Qualification of a worker as a de facto manager.
(OLG Munich, judgment of 17.07.2019 - 7 U 2463/18)

The extent to which an employee is a de facto managing director, who may be subject to the liability of § 64 GmbHG, must be judged on the basis of the overall appearance of his demeanor.

The decisive factor in this assessment is, in particular, the extent to which the employee's actions, which have an external effect and can be perceived from the outside, correspond to the usual activities of a managing director in the performance of his duties.

Draft bill of a law to combat corporate crime.
The Federal Ministry of Justice has presented the draft bill for a bill to combat corporate crime.

The draft aims to place the sanctioning of offences committed by associations (legal persons and associations of persons) on a separate legal basis. Penalties under these regulations will be imposed on the associations. The regulations are subject to prosecution ex officio, principle of legality.

Leander Hornung advises companies in all questions of labor and company law.