Germany: Directors and Officers

The Higher Regional Court of Düsseldorf has issued a comprehensive ruling on director liability under § 15b InsO in corporate cash pool structures. The decision clarifies critical questions regarding the payment concept, cessation of payments in group structures, and the standard of care after expiration of the grace period, confirming the continued applicability of principles developed by the Federal Court of Justice under former § 64 GmbHG.

A licence defence under Art. 25 UPCA must be substantiated within the UPC proceedings themselves; mere references to submissions in parallel national proceedings are insufficient (Art. 25 UPCA, R. 24 RoP)

German corporate group law grapples with a fundamental tension: reconciling the economic interests of a corporate group as a unified entity with the legal principle that each group company operates as an independent legal entity with distinct interests.

Failure to remit employee social security contributions in Germany may trigger personal criminal and civil liability of managing directors under Section 266a German Criminal Code.

The German Federal Court of Justice has issued a landmark ruling on management equity incentive programs, addressing the validity of call options and expulsion clauses when managers depart from private equity-backed companies.

The CoA drew a clear line with its ruling: Personal liability arises only in cases of individual misconduct that goes beyond ordinary management duties...

Unfortunately, the legislator has also failed to regulate the consequences of the suspension of the obligation to file for insolvency.

It is normal practice for international investors to hold discussions with a target company's management body. When investing elsewhere, there is often only one board, which combines the company's management

Bekanntlich gilt seit dem 01.05.2021 die Insolvenzantragspflicht wieder uneingeschränkt.