By Dr Angelika Baumhof and Christian Pflaeger, Jakoby Dr. Baumhof - Wirtschaftsprüfer Steuerberater Rechtsanwälte
For a long time, it was uncertain whether a notarised shareholders’ resolution of approval is required in the case of a German limited company (GmbH) selling all or substantially all of its assets. It was clear that a shareholders’ resolution of approval is required, but not its form. On 08 January 2019, the German Federal High Court of Justice (II ZR 364/18) ruled that the legal provision § 179a AktG (German Stock Corporation Act) does not apply by analogy to German limited companies (GmbHs). Section 179a AktG stipulates that the sale of the business of a German stock company requires a notarised resolution of the meeting of the stockholders with not less than a majority of three fourths, otherwise the transaction is null and void.
By Raffaela Lödl-Klein and Mario Kapp, KAPP & PARTNER Rechtsanwälte GmbH
In addition to founding a company, the dissolution of a company should also be considered. In Austria there are two main procedures used to liquidate an Austrian company:
By Carole Hong Tran, FIDAG SARL
Statutory auditors carry out their mission with a long-term perspective and contribute to the prevention of the possible diffculties of the entity they audit. The Law of 01 March 1984, amended by the Act of 10 June 1994, established an alert procedure which consists, for the auditor, of informing company management of any facts likely to jeopardise the business continuity.
By Corey H. Neubauer, Prager Metis International LLC
There will be a time when your client’s customers will go through a rough patch and have the need to file for bankruptcy protection. Before filing, one of these customers may, out of loyalty or with an eye to the future, pay this client.
By Jenni Jenkins and George Jackson, Memery Crystal LLP
In 2006, Great Britain gave effect to the Cross-Border Insolvency Regulations (CBIR) (which enacts the UNCITRAL Model Law and is the equivalent of US Chapter 15), which provides a framework for English courts to recognise crossborder insolvency proceedings.
By Dr Claudio Ceradini, SLT Strategy Legal Tax
Something new is on the horizon from the European Commission concerning restructuring plans. One of the most interesting pieces of news, but not the only one, from EU Directive 2019/1023 published in the Offcial Journal of the European Union on 26 June 2019, is that absolute priority rule does not seem to be an unbreakable taboo any longer.
By Byron Moldo, Ervin Cohen & Jessup LLP
The administration of a receivership or bankruptcy case in the US may include one or more entities. While there may only be one company that is the subject of the case at the inception, a body of law has developed which permits courts, in appropriate circumstances, to include other entities in the case administration for the benefit of creditors. The balance of this article summarises the concept of substantive consolidation, its application, and the authority.
By Leslie A. Berkoff, Moritt Hock & Hamroff LLP
On 29 January 2019, Judge Martin Glenn, of the Southern District of New York (SDNY) Bankruptcy Court, in the case of ENNIA Caribe Holding, NY, issued a decision regarding a case pending in Curaçao involving the largest insurance company in Curaçao and St. Maarten. The underlying case was originally filed in 2018 by the Central Bank of Curaçao and St. Marten in Curaçao.
By Željko Vlačić, SAJIC
Bosnia & Herzegovina is a state composed of two entities, the Republic of Srpska and the Federation of Bosnia & Herzegovina, each of which has its executive, judicial and legislative power, i.e. separate legislation and laws that are not timely synchronised in both entities, although in 95% of cases those laws provide the same legal solutions.
By Adityar Kumar, Ashwani & Associates
The right of foreign creditors to participate in the winding up of Indian companies is well recognised by the Indian Judiciary. As early as 1961, the Supreme Court of India, in Rajah of Vizianagaram (AIR 1962 SC 500), clarified that foreign creditors have the same right as Indian creditors in winding up proceedings under Indian law. However, considering the immense litigation already pending in courts, it would take almost four to five years for creditors (both domestic and foreign) to be able to recover anything from the company.