Dr Julia Schällig

The participation of external managing directors as partners in the companies they manage is a common structuring tool to align shareholder and management interests and to retain the management team. Often, the corporate position as partner is functionally tied to the office of managing director, so that the end of the management mandate also leads...

Under the German Transformation Act (Umwandlungsgesetz – UmwG), companies can reorganize through mergers, demergers, or changes of legal form. A common demerger type is a spin-off, where a business unit is transferred from one company (the transferring legal entity) to another (the transferee). The spin-off takes effect automatically under the UmwG, avoiding the need for...

If a European Company (Societas Europea – SE) is established, a so-called negotiation procedure must generally be carried out with regard to the involvement of employees in this company in accordance with the provisions of the SE Participation Act (SEBG, i.e. the German implementing act to the Council Directive 2001/86/EC). At the end of this...