News

Oppenhoff has advised the private equity house Finatem on the IPO of its portfolio company hGears AG. The manufacturer of mission-critical high-precision gear parts and components with a focus on e-cars and e-bikes aims to use the issue proceeds of around EUR 62 million to further promote organic growth in the e-mobility sector.

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Today, RIMOWA is auctioning four so-called Non-Fungible Tokens (NFT) of works of art. NFTs are digital certificates stored in the blockchain that serve as proof of ownership of digital and real products. In March 2021, a digital work of art was already sold as an NFT for a record sum of over 69 million euros. Real products can also be linked to NFTs. With all the hype surrounding NFTs, this raises legal questions.

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With Directive (EU) 2019/1937 of 23 October 2019 on the protection of persons notifying violations of Union law (Whistleblower Directive), the member states have agreed on a uniform protection of whistleblowers insofar as they expose violations of EU law. The Directive is to be implemented into national law by the end of this year.

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In many companies in Germany, company doctors are all set to vaccinate employees against Covid-19. The official go-ahead for this is imminent and employers now have cause to hope for the "return" of their workers from home office and a normalisation of company procedures. At the same time, however, this gives rise to very important questions of labour law and data protection law, which we would like to answer for you below:

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According to a recent ruling of the German Federal Court of Justice (Bundesgerichtshof, BGH) (judgement of 10 February 2021, file no. KZR 63/18), general terms and conditions that award the customer of a cartel participant lump-sum damages in the amount of 5 to 15 % are valid under certain conditions. This landmark ruling is not only relevant for ongoing cartel damages litigation. It also provides a blueprint for the permissible drafting of lump-sum cartel damages clauses in supply contracts and could thus make it much easier for cartel-affected companies to quantify damages in future civil proceedings.

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Oppenhoff has advised TIMETOACT Software & Consulting GmbH and the two shareholders Felix Binsack and Hermann Ballé on the acquisition of a majority stake by the private equity investor Equistone Partners. TIMETOACT shareholders Felix Binsack and Hermann Ballé will remain operationally active as managing directors and hold a significant stake in the company.

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The European Commission has imposed fines of €48 million on Deutsche Bahn (DB), Austrian Railways (ÖBB) and the National Company of Belgian Railways (SNCB) for cartel agreements in freight transport involving "blocktrains." All three companies have admitted their involvement in the cartel. Customers of the rail companies should check at an early stage whether they are entitled to damage claims for excessive freight costs against the three companies.

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Are companies obliged to have their employees tested? Is the works council to be involved in the case of compulsory testing? Can companies oblige their employees to be vaccinated? Our labour law experts will answer these and other questions.

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Oppenhoff has advised Trulo GmbH and its shareholders on the entry of Flavour Warehouse as an investor. Following the death of a Trulo shareholder, his heirs have now transferred their shares to Flavour Warehouse.

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On 27 April 2020, the German Government approved the 17th Amendment of the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, AWV). This entails a stricter regime of investment screening in Germany. The new rules entered into force on 1st May 2021. In order to ensure the smooth execution of already planned investments, it is essential for investors to prepare for the new procedures. We have summarised the most important points for you.

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Oppenhoff has advised the global cosmetics chain SEPHORA on the leasing of office and retail space for its new German headquarters and a flagship store in the Schadow Arkaden in Düsseldorf.

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Oppenhoff has advised AUCTUS on its investment in STRANET AG and Smaser AG via funds managed by AUCTUS.

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Today, the "Fourth Act for the Protection of the Population in the Event of an Epidemic Situation of National Significance" [Viertes Gesetz zum Schutz der Bevölkerung bei einer epidemischen Lage von nationaler Tragweite] comes into force with amendments to the German Federal Infection Protection Act [Bundesinfektionsschutzgesetz, IfSG]. Hubertus Heil has also announced an amendment to the SARS-CoV-2 Occupational Health and Safety Ordinance [SARS-CoV-2-Arbeitsschutzverordnung, SARS-CoV-2-ArbSchVO] next week. Jörn Kuhn and Annabelle Marceau summarise the adaptations and amendments.

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On 14 April 2021, the Federal Ministry of Labour and Social Affairs presented a draft bill amending the German Part-Time Work and Fixed-Term Employment Act [Teilzeit- und Befristungsgesetz, TzBfG]. In essence, the draft restricts the limitation of the contractual term of employment agreements without material reason and so-called chains of fixed-term contracts, which are created by a succession of several fixed-term employment contracts. The amendment to the Act should enter into force on 01 January 2022.

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Frankfurt am Main, 20 April 2021 – Oppenhoff partner Dr Markus Rasner has been appointed to the position of Honorary Consul of the Republic of Singapore in Frankfurt am Main.

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On 21 April 2021, the Bundestag passed a reform of the real estate transfer tax. This entails a lowering of the minimum shareholding threshold and an extension of the holding periods. Real estate transfer tax can now also be incurred in case of changes of shareholders of corporations. An entirely new feature is the introduction of a stock exchange clause. We are already informing you here about these and other innovations and their practical significance - especially for transactions that are already in progress.

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The Federal Minister of Labour, Hubertus Heil, presented the planned Second Ordinance amending the Corona Occupational Health and Safety Ordinance to the Federal Cabinet on 13 April 2021. This intends to extend the period of validity of the SARS-CoV-2 Occupational Health and Safety Ordinance up to and including 30 June 2021 and to introduce a testing offer that will be mandatory for employers.

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Oppenhoff has advised the Alfred Landecker Foundation as the exclusive start-up sponsor of the think-tank “CeMAS”, short for “Centre for Monitoring, Analysis and Strategy”. As a non-profit organisation, CeMAS bundles interdisciplinary expertise on topics such as conspiracy ideologies, anti-Semitism and right-wing extremism. The start-up works with an early-warning system that is unique in Germany and will enable anti-democratic trends to be identified better and earlier.

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The decisions of the Conference of the Heads of the Government of the Federal States [Ministerpräsidentenkonferenz, MPK] have so far only included calls for companies to provide far-reaching corona rapid tests for their employees. An obligation to do so still does not exist - apart from deviating regulations for certain groups of employees in individual federal states such as Berlin, Saxony and Brandenburg. The trade associations have used wide-ranging communications to urge companies to offer their employees tests and have published corresponding notices on their websites.

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Are SPAC transactions conquering the German market? And how does the brand new restructuring law StaRUG affect M&A practice? There have also been important changes in the area of merger control: In the future, fewer transactions will have to be notified to the German Federal Cartel Office. We also report on a high-quality discussion on distressed M&A at the German Corporate M&A Congress and on new rulings by the Federal Court of Justice on the redemption of GmbH shares and on squeeze-outs.

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In 2019, Germany and France undertook in the "Treaty of Aachen" to improve their cooperation in the field of research and digital transformation, including artificial intelligence (AI) and breakthrough innovations. On this basis, a joint call for the funding of innovative AI projects was launched on 3 February 2021, coordinated by the French Bpifrance (Banque Publique d'Investissement) and the DLR project management organisation. "France and Germany want to be a driving force for artificial intelligence in Europe," affirmed German Economics Minister Peter Altmaier in this connection. The total funding budget is EUR 10 million in Germany and EUR 10 million in France.

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The new German electronic Competition Register: long planned and now ready for use. Before the Competition Register can finally go live, however, there are still final steps to be taken. Nevertheless, we are venturing a glimpse into the future and summarise the most important changes.

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The approval of several rapid antigen tests as well as the expected future approval of further rapid test methods provide new opportunities in the working world, but also raise some questions. By way of a government-supported appeal, the leading associations of German industry have called on companies to offer their employees weekly self-tests or rapid tests. An obligation to do so, however, currently still does not exist.

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About a year ago, the European Commission published its factsheet for a new industrial strategy for a globally competitive, environmentally friendly and digital Europe. At that time, the corona pandemic had already demonstrated that new industrial value chains are essential if Europe is to remain strategically independent and competitive.

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It was to be expected that, due to the increased use of home offices during the pandemic, the courts would also increasingly have to deal with this form of work. Not only are issues arising directly from the use of the home office, such as employees’ reimbursement claims or employers’ recall options, the home office is also increasingly finding its way into legal assessments of unfair dismissal actions, as a decision of the Labour Court [Arbeitsgericht, ArbG] of Berlin shows. However, in our first "Labour Law Focus" of 2021 we also present other interesting decisions, such as those of the Federal Labour Court [Bundesarbeitsgericht, BAG] on "blank" dismissals or of the Regional Labour Court [Landesarbeitsgericht, LAG] of Düsseldorf on the reduction of holiday entitlement during short-time work. Of course, we also inform you as ever of important legal developments.

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