Glasgow, Scotland, UK

Coronavirus-Inspired Protections from Corporate Insolvency

By Steven Docherty, Wright, Johnston & Mackenzie LLP

The UK Government’s approach to the economic effects of the coronavirus pandemic has been to pull a series of different levers to try to protect businesses and the people who work for them. As part of that, on 26 March 2021, they legislated for the temporary suspension of liquidation petitions continuing until 30 June 2021.

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Rothenburg ob der Tauber, Germany

Asset Deal in a German GmbH: Notarised Shareholders’ Resolution Needed?

By Dr Angelika Baumhof and Christian Pflaeger, Jakoby Dr. Baumhof

On 08 January 2019, the German Federal High Court of Justice (II ZR 364/18) ruled that an agreement about the sale of all or substantially all of the assets of a GmbH requires a shareholders’ resolution of approval; however, this resolution does not need to be notarised. Meanwhile the need for notarisation is basically argued in two cases. The first is if the asset deal leads to a direct or indirect dilution of the shareholders’ participation in the company. In such a situation it is argued that a notarised resolution of approval to an asset deal is required due to the seriousness of such measures. This derives from the leading Holzmüller decision of the German Federal High Court of Justice concerning stock corporation law.

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Budapest, Hungary

Actio Pauliana can be Initiated even in the Case of a Division

By Dr Attila Kovacs, Kovács Réti Szegheõ Attorneys at Law

The European Court of Justice interpreted for the first time Articles 12 and 19 of the Sixth Directive 82/891 (1) in its judgement Nr. C 394/18. The Court held that those articles do not preclude creditors of the divided company whose rights arose prior to the division and who did not avail themselves of the credit protection arrangements provided for in the national legislation, in order to establish that this division is null and void. The dispute in the base proceedings is between the creditors of the company being divided and the newly created company to which part of the assets of that company has been transferred. Those creditors, considering that the divestment company had lost most of its assets as a result of the division, filed an actio pauliana seeking annulment of the divestment document. However, creditors did not avail themselves of the opportunity to object to the division, as required by national law when transposing the Sixth Directive.

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Chicago, USA

An Operational View of Collateral Audits

By James P. Martin, Cendrowski Corporate Advisors LLC

Traditional collateral audits tend to focus on financial results and analytics, which provide a point-in-time snapshot of the organisation. Trend analysis of the data might indicate how reported results have changed over time, but a more valuable perspective is explanation of why the business is performing the way it is, and how it will perform in the future; this requires an operational view.

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Graz, Austria

Enforcement of Foreign Arbitral Awards in Austria

By Mario Kapp and Eva Pany, KAPP & PARTNER Rechtsanwälte GmbH

Arbitration is becoming increasingly important. It is the rule rather than the exception for international disputes. The reasons for this are obvious; in addition to the frequently mentioned advantage of greater flexibility compared to state court proceedings, the possibility of appointing specialised arbitrators, the shorter duration of the procedure, and, above all, the international enforceability of arbitration awards, are essential factors in why businessmen decide to conclude arbitration agreements. Both domestic and foreign arbitral awards are enforceable in Austria and are not complicated. Still, legal assistance is advisable to avoid potentially costly errors.

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