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In its decision of November 8, 2022 (II ZR 91/2), the German Supreme Court (BGH) clarified that, in principle, the shareholder of a German limited liability company (GmbH) does not have a direct claim against the managing director to refrain from submitting an incorrect list of shareholders.…

In its judgment of 06.04.2022 (7 U 9421/21), the Higher Regional Court of Munich ruled on the law applicable to a share purchase agreement. The contract for the sale of shares under the law of obligations is subject to the Rome I Regulation, as the exception of Article 1 para. 2 lit. f) of the Rome…

The liability rules for directors in the event of an insolvency default are converging in Germany and in Italy. In Italy, the provision of Art. 2482 Italian Civil Code has been amended in 2019. According to this provision, a director who has failed to observe a reason for dissolution of the company…


Since 01.08.2022, shareholders' meetings of a GmbH can also be held purely virtually, without the need for express permission in the articles of association. Section 48 para. 1 GmbHG was amended to the effect that meetings may now be held by telephone or video communication, provided that all…

Restrictions of the organ's power of representation in the internal relationship do not affect its effectiveness in the external relationship and are therefore not to be reviewed by the notary, except in exceptional cases. The Court of Appeal fof Koblenz, in its judgement of 03.02.2022 (1 U 651/21),…

In its ruling of June 30, 2022 (5 W 18/22), the Higher Regional Court of Frankfurt am Main made an important fundamental decision on the urgency of applying for a temporary injunction as a defence against the decision to withdraw shares in a limited liability company (GmbH).

In the underlying…

On 1 August 2022, a GmbH was incorporated online for the first time in Germany. It was notarised in a video conference via the portal of the Federal Chamber of Notaries. The founder was in Berlin, the notary in Munich. The details can be found in the announcement of the Federal Chamber of Notaries.

A GmbH's claim for damages against its auditor in the event of breaches of duty during the audit of the financial statements depends on the auditor's fault and contributory negligence on the part of the GmbH itself, according to the Stuttgart Higher Regional Court in its judgment of 22 February 2022…

According to the decision of the Italian Court of Cassation of 16 September 2021, an insolvency debtor may become managing director of a limited liability company (società a responsabilità limitata), as opposed to public limited companies (società per azioni), for which the prohibition still…


By decision of 15 February 2022 (II ZR 235/20) the German Federal Court of Justice (BGH) ruled that Section 179a AktG (German Stock Corporation Act) does not apply by analogy to limited partnerships. This therefore affects the required majorities in partnership meetings in the case of disposals of…

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Newsletter 52

The means to deal with the energy crisis are still being sought in Italy; in Germany two original ideas have been implemented. Firstly, the mineral oil tax was temporarily reduced by € 0.30 to relieve consumers of the rapidly rising petrol prices. However, instead of choosing a voucher system that would have directly benefited the consumer, the tax burden of the mineral oil companies was reduced in the naive hope that they would pass the tax reduction on to the consumer. Petrol prices then did not fall significantly, but the profits of the mineral oil companies increased considerably. There was rare agreement between government and opposition that this attempt had failed. The second interesting idea is the introduction of a 9 euro monthly ticket for absolutely everyone, with which all train traffic in the Federal Republic - with the exception of express trains - can be used. More than 7 million tickets have already been sold. It remains to be seen with excitement whether this will be a real first step from individual transport to public transport. The experiment is initially limited to 3 months.

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Newsletter 51

At the last minute, we are able to report that the major Italian civil procedure reform was passed by the Chamber of Deputies on 25 November 2021. In part, the German civil procedure was the inspiration (see below, News from Italy). In part, there are many innovative approaches that are intended to relieve the judiciary and could also be a model for Germany, such as mandatory out-of-court mediation in many areas of law. The primary goal is to significantly reduce the duration of litigation. In Italy, a civil case took 7.3 years (2656 days) in 2018; the ministry hopes for a reduction of about 40%; it would then still be 1593 days for a civil case.

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Newsletter 50

Difficult, difficult! When the First Client Letter appeared, the world seemed healthier and the judiciary more peaceful. Today, the world is heated and the judiciary is bursting at the seams: both in Germany (Federal Constitutional Court) and in the Netherlands (Hague District Court), the executive is being ordered to act. Not a very good sign when we lawyers (!) have to save the world. But whatever happens, we are ready...

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Newsletter 49

The ambitious goal of this issue was to not even mention Corona or Covid19 . We didn't quite make it, as some areas of law - such as insurance law or family law - are currently dominated by C19 . The pandemic will soon be overcome, what is questionable are the late effects. We fear a world in which everything takes place on the couch. The Amazon boom will possibly further lead to the desolation of cities.... But we are optimistic. At the end of the pandemic, all the people will come out onto the streets, populate the cities, and shop for real again instead of online. That's the way it should be!

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Newsletter 48

Frederick the Great would have liked legal Tech (see Information for Colleagues, p.6). He was suspicious of any judicial discretionary decision. In his code of laws with over 29,000 paragraphs, everything was to be conclusively regulated and derived directly from the law. With such a database, every case would have to be solved automatically. Covid 19, for example, shows that something completely new can arise that could not be regulated beforehand. It is not the pandemic itself that is new, but the positive reaction of the state. In the past, as recently as the last 1950s with Asian flu, people just died, most of them at home. So let's be glad to live in our age and creatively tackle the legal problems that arise with genuine common sense (human tech)!

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Newsletter 47

This year there was 70 years of the Basic Law to celebrate. Article 1 reads, "Human dignity is inviolable." This provision is very topical in the age of the Internet, both in Italy and in Germany. A regional court in Berlin has ruled that it is a sign of freedom of expression for a deserving politician to be subjected to the very worst insults imaginable for a woman. At the same time, the former Italian interior minister is anything but restrained in his choice of words when he seeks adjectives for the current members of the government. In the movies of the fifties of the last century, children's ears were covered during such cannonades. A certain nostalgia is spreading among the editorial team members of the client letter, who are no longer dewy-eyed.

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