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In March 2026, the Federal Ministry of Justice and Consumer Protection (BMJV) and the Federal Ministry of Finance jointly unveiled a framework concept for a new type of business entity: the Special Purpose Entity (Gesellschaft mit gebundenem Vermögen, GmgV). But what exactly is behind this initiative — and what does it mean in practice? The...

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 stock corporation law, the executive board is responsible for managing the company, while the supervisory board is tasked with oversight. The executive board is legally required to provide the supervisory board with regular and comprehensive information. Statutory provisions mandate periodic (typically quarterly) reporting by the management board to the supervisory board. Additionally, the supervisory...

FGvW has advised PICOM Holding GmbH on corporate and tax law matters in connection with its acquisition of a 24.9 percent stake in HSM Handball Sport Management und Marketing GmbH, the operating company of Handball Sport Verein Hamburg, a well-known professional handball club from Germany. PICOM Holding GmbH is an asset management company owned by...

In a company with only two shareholders, a claim by the company against one of the shareholders cannot simply be asserted by way of an actio pro socio (shareholder action). The remaining shareholder entitled to vote must bring the action in the name of the company. He or she may represent the company in court...

The object of a limited liability company must be specified in such a way that its activities and field of business can be precisely and sufficiently identified. This was confirmed by the Berlin Court of Appeal’s (Kammergericht “KG”) decision of March 19, 2025 (Ref. 22 W 2/25). Facts The shareholders of a limited liability company...

An effective shareholder resolution requires that all shareholders have been duly invited to the shareholders’ meeting. If a shareholder is absent from the meeting (not a full shareholder meeting with all shareholders be apparent), proof of proper invitation must be provided. A mere statement in the shareholders´ meeting resolution that all shareholders were duly invited...

FGvW has advised the managing shareholders of RJ Lasertechnik GmbH, based in Übach-Palenberg north of Aachen, on the sale of their shares to the Dutch Andra Tech Group. RJ Lasertechnik GmbH was founded over 30 years ago as the first spin-off of the Fraunhofer Institute for Laser Technology (ILT) in Aachen and is one of the pioneers...

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...

FGvW has advised the Endress+Hauser Gruppe on its strategic partnership with SICK AG. SICK and Endress+Hauser are bringing their strategic partnership in process automation to life: SICK’s advanced gas analysis and flow measurement technology is now an integral part of Endress+Hauser’s comprehensive instrumentation portfolio. The collaboration is designed to offer customers in the process industry...