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The evaluation of multiple voting rights in a public partnership – Company Law

http://www.grprainer.com/en/Kommanditgesellschaft-KG-/-Limited-Partnership.html If the articles of association of a public limited partnership grant the general partner multiple voting rights in the context of passing resolutions to change the articles of association, this is not necessarily permissible.

GRP Rainer Lawyers Tax Advisors, Cologne, Berlin, Bonn, Bremen, Düsseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London UK www.grprainer.com/en explain: Multiple voting rights granted pursuant to the articles of association of a public limited partnership to the general partner that also allow for change to the articles of association are not, in the view of the Regional Court of Freiburg (LG), valid (Az.: 12 O 133/12). In the instant case, the articles of association of a public limited partnership contained a clause which granted the general partner multiple voting rights. According to this, the general partner, who did not partake in the profit and loss of the partnership but instead received remuneration independent of these factors, was also entitled to multiple voting rights with respect to resolutions to change the articles of association. The investors brought an action against these provisions and the Court has now found in their favour.

Consistent with the nature of a public limited partnership, the structure of the partnership and the number of limited partners in such an entity are not yet fixed at the time of its formation. This also entails that partners are not able to exert influence on the existing articles of association; they only have a capital interest in the limited partnership. It is precisely for this reason that it is important for the investors that they are not disadvantaged by the pre-formulated articles of association. In order to protect partners and prevent parties from being disadvantaged, it is possible carry out an examination of the content of the articles. In principle, the provisions in articles of association are void if they unfairly disadvantage the limited partners.

In the view of the Freiburg LG, provision concerning multiple voting rights represented this kind of unfair disadvantage. The defendant’s argument, that it carried the entire economic risk as general partner and therefore the clause on multiple voting rights was reasonable, was unfounded in the judges’ opinion. Although it is generally possible to grant special rights, the benefits must also be accompanied by appropriate risk.

Particularly in the field of company law, legal laymen often find themselves faced with several questions. An experienced lawyer can help examine the legal situation and enforce potential claims. Partners are protected by the principle of equal treatment, according to which provisions that entail an unfair disadvantage are invalid. Aggrieved parties should not accept unequal treatment but instead obtain legal advice and have their possibilities analysed.

http://www.grprainer.com/en/Kommanditgesellschaft-KG-/-Limited-Partnership.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

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Shipping investment funds: Tax advantages can go up in smoke – Tax-Law

http://www.grprainer.com/en/Tax-Law.html Due to disparities that must be calculated, investors in shipping funds may have to wait a long time before benefitting from expected tax savings. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London http://www.grprainer.com/en conclude: The tax advantages investors have come to expect will materialize only at the end of their investment period. Yet often, investors can face the problem that the disparity will show only at the end of the investment term. Quite often, investors are surprised when they realize that taxes can be demanded retroactively. Whether an investor will face a gain or a loss is determined by whether the disparity is negative or positive. In any event, investors will be facing a general obligation to pay taxes, regardless of the result of the disparity. The difference between the book value of a ship and its going concern value http://www.grprainerblog.com/shipping-investment-funds-tax-advantages-can-go-up-in-smoke-tax-law/

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Shipping investment funds: Tax advantages can go up in smoke – Tax-Law

http://www.grprainer.com/en/Tax-Law.html Due to disparities that must be calculated, investors in shipping funds may have to wait a long time before benefitting from expected tax savings.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London www.grprainer.com/en conclude: The tax advantages investors have come to expect will materialize only at the end of their investment period. Yet often, investors can face the problem that the disparity will show only at the end of the investment term. Quite often, investors are surprised when they realize that taxes can be demanded retroactively.

Whether an investor will face a gain or a loss is determined by whether the disparity is negative or positive. In any event, investors will be facing a general obligation to pay taxes, regardless of the result of the disparity.

The difference between the book value of a ship and its going concern value is the disparity. It is also calculated from the tonnage tax which determines the taxable income. The tonnage tax is due at the end of each shipping investment period.

During the preliminary consideration whether an investment in a shipping fund is appropriate for an investor, the disparity should always be taken into account. If the disparity is disregarded, investors may be facing a high amount of retroactively payable taxes. Thus, the expected tax advantages can be quickly wiped out by immense back taxes.

Expected tax advantages can go completely up in smoke due to the negative results of the disparity. Such a case can occur when an investor did not adequately prepare for a possible demand of retroactive taxes.

In particular, this also applies to investors who have had their shipping investment financed by a foreign currency loan. These are not safe from the disparity either. They result in a disparity due to the different currency exchange rates that existed at the beginning and the end of the term. The taxable disparity results from the sum of disparities for the ship and for the loan.

Investors who are planning to invest in shipping should at an early time look for a lawyer who is experienced in tax law to avoid being negatively surprised by the result of disparity.

http://www.grprainer.com/en/Tax-Law.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Shipping investment funds: Tax advantages can go up in smoke – Tax-Law

Due to disparities that must be calculated, investors in shipping funds may have to wait a long time before benefitting from expected tax savings… http://www.grprainer.com/en/Shipping-investment-funds-Tax-advantages-can-go-up-in-smoke-Tax-Law.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

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Film rights as a special form of copyright – Film-Law

http://www.grprainer.com/en/Film-Law.html The question whether someone is the copyright holder of a film is answered by the Copyright Act and within that framework by the general principle of creativity.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London www.grprainer.com/en conclude: According to the Copyright Act’s general principle of creativity, which is enshrined in section 7, Copyright Act, the ownership of a film’s copyright depends on whether the “person” whose copyright is in question has made a creative contribution to the film. Such a contribution exists, for example, when it reflects a personal intellectual creation.

The extent of this creative contribution determines the extent of the copyright. The copyright for a film can be held by an individual as well as by a corporate body. A plurality of individuals can also hold the copyright for a film jointly. However, in that case, it must be differentiated between the copyright for the film as a whole or for only a certain direct component of the film such as the screenplay, or for an independent medium such as a novel on which the film is based.

The relevant time of the creative contribution is regarded as the period between the beginning of the shooting of the film (which initiates the production of the film) and completion of the final print (where the production ends).

Copyright is not automatically ruled out when some participants such as the producer, who also plays the role of director, assume a double or multiple function. But for ownership of the copyright, it is necessary in such cases that there are two different contributions that can be separated from each other. If it is not possible to look at the contributions separately, the participant in question is entitled either to copyright or to intellectual property right.

It is often difficult to determine the copyright holder of a film. In that respect, it can be helpful to define the roles of those participating in the production of the film beforehand to avoid uncertainties when rights are claimed.

Film rights are a complicated subject, particularly when they apply on an international scale. It cannot hurt to have a lawyer at your side who will always be able to give legal advice.

http://www.grprainer.com/en/Film-Law.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Film rights as a special form of copyright – Film-Law

http://www.grprainer.com/en/Film-Law.html The question whether someone is the copyright holder of a film is answered by the Copyright Act and within that framework by the general principle of creativity. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London http://www.grprainer.com/en conclude: According to the Copyright Act s general principle of creativity, which is enshrined in section 7, Copyright Act, the ownership of a film s copyright depends on whether the person whose copyright is in question has made a creative contribution to the film. Such a contribution exists, for example, when it reflects a personal intellectual creation. The extent of this creative contribution determines the extent of the copyright. The copyright for a film can be held by an individual as well as by a corporate body. A plurality of individuals can also hold the copyright for a film jointly. However, in tha http://www.grprainerblog.com/film-rights-as-a-special-form-of-copyright-film-law/

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Film rights as a special form of copyright – Film-Law

The question whether someone is the copyright holder of a film is answered by the Copyright Act and within that framework by the general principle of creativity… http://www.grprainer.com/en/Film-rights-as-a-special-form-of-copyright-Film-Law.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

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Sole heir may need certificate of inheritance in spite of a power of attorney – Law of Succession

http://www.grprainer.com/en/Law-of-Succession.html It may be necessary to obtain a certificate of inheritance even though a sole heir has a power of attorney with postmortal effect. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London http://www.grprainer.com/en conclude: In its ruling of January 10, 2013 (File No. 15 W 79/12), the Superior Court (Oberlandesgericht) of Hamm has decided that a power of attorney signed by a testator, which is meant to remain in effect after the testator s death, shall expire if the empowered person is the testator s sole heir. In principle, in the case of a power of attorney with postmortal effect, which is to remain in force beyond death, the land registry office only needs to verify the effectiveness of the power of attorney, and no proof of inheritance is required. However, the case may be different if the empowered person has also become the testator s http://www.grprainerblog.com/sole-heir-may-need-certificate-of-inheritance-in-spite-of-a-power-of-attorney-law-of-succession/

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

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Sole heir may need certificate of in heritance in spite of a power of attorney – Law of Succession

It may be necessary to obtain a certificate of inheritance even though a sole heir has a power of attorney with postmortal effect… http://www.grprainer.com/en/Sole-heir-may-need-certificate-of-in-heritance-in-spite-of-a-power-of-attorney-Law-of-Succession.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Sole heir may need certificate of inheritance in spite of a power of attorney – Law of Succession

http://www.grprainer.com/en/Law-of-Succession.html It may be necessary to obtain a certificate of inheritance even though a sole heir has a power of attorney with postmortal effect.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London – www.grprainer.com/en conclude: In its ruling of January 10, 2013 (File No. 15 W 79/12), the Superior Court (Oberlandesgericht) of Hamm has decided that a power of attorney signed by a testator, which is meant to remain in effect after the testator’s death, shall expire if the empowered person is the testator’s sole heir.

In principle, in the case of a power of attorney with postmortal effect, which is to remain in force beyond death, the land registry office only needs to verify the effectiveness of the power of attorney, and no proof of inheritance is required. However, the case may be different if the empowered person has also become the testator’s sole heir. If it were to be assumed that the power of attorney remains in force for the sole heir, this would amount to a fiction for which no support can be found in the law. If the heir is the sole heir, the court declared, it is his own business which under certain circumstances could already be in effect.

The Superior Court had to rule in a case where a testatrix, who was entered in the land registry book, had given her husband a general power of attorney. This general power of attorney was to remain effective after death. After his wife’s death, the husband transferred the property to another person. The land registry office asked the husband for proof of inheritance so that any possible co-heirs could be heard and the husband’s status as sole-heir could be verified. The testatrix’s husband argued against this, but the land registry office did not comply with the complaint.

The subject of heirs and inheritance is more than a purely legal matter. In addition to legal questions about inheritance law, the heirs are almost always involved in emotional and internal family considerations. A lawyer with experience in inheritance law will deal with such an exceptional situation confidently and sensitively.

If there is no will, the law will determine the heirs. In each individual case, a lawyer with experience in inheritance law will review who is entitled to an inheritance and how large the share of inheritance is.

This also applies to the required certificates which may have to be presented in an individual case before an inheritance can become effective.

http://www.grprainer.com/en/Law-of-Succession.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

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Marketing with misleading regional information is prohibited – Trademark-Law

http://www.grprainer.com/en/Trademark-Law.html The marketing of dairy products whose name contains misleading information about places and regions of origin is not allowed, since it conjures up wrong connotations among consumers.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London – www.grprainer.com/en conclude: This is how the Superior Court of Stuttgart is said to have ruled recently (File No. 2 U 157/12). To market its dairy products, a dairy company was said to have used the name of a region although the milk was not processed in that area at all. The court called that behaviour misleading for consumers, who would be forming an incorrect notion about the origin of the milk. If the name of a certain region appears on a food product, especially on an agricultural product, consumers can assume that the products have a direct connection with that region. The court said that the effect on consumers was even more deceiving because the term “fresh milk” was used. It found that with such a constellation, it would not be far-fetched to assume that customers believe the article to be produced in the named region.

The dairy argued that in its opinion it was not deceiving customers, that it was stating the origin of the milk and the place where the packages were filled, thus removing any misleading character. The court held that such additional information is indeed able to prevent a wrong notion, but that it must be clearly visible and understandable for consumers. In the opinion of the judges, the information on the milk package was insufficient to avoid deception.

In its justification, the Court also referred to the relevance of the deception and gave several reasons why the origin of the milk could be meaningful for consumers. When customers purchase food, they have several different reasons for deciding on a certain product, such as supporting farmers in specific regions or the sustainability of production. All that was said to be a factor why the region from which a product comes can be decisive for consumers.

The Trademark-Law is very multi-faceted and can often involve several areas of the law. It is therefore advisable in such cases to employ a lawyer. He can help you from registering a brand name to reviewing potential violations to asserting possible claims under trade mark violations.

http://www.grprainer.com/en/Trademark-Law.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

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Collection assignments and authorization to collect - Debt-Collection

A collection assignment authorizes the assignee to claim the assigned accounts receivable as his own and therefore in his own name.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London – www.grprainer.com/en conclude: If the assignee is given “only” an authority to collect, he must claim the accounts receivable in someone else’s name. A collection assignment is the complete assignment of the accounts receivable where the assignee is regarded as the new creditor of the debt. After assignment, he is therefore in the justified position to collect the receivables. However, the assignee is not authorized to dispose of the receivables, since a trustee relationship exists between him and the assignor. On that basis, he assignee has more legal authority toward the outside than toward the inside. In principle, debtors are not entitled in a collection assignment to object to the relationship between the assignee and the assignor. However, if the circumstances warrant it, the debtor has an opportunity to offset his debts against any receivables from the assignee. The assignor cannot revoke the collection assignment. The collection assignment gives the authorized person the opportunity to claim someone else’s receivables in his own name. The end effect is that he can demand that payment be made to himself. However, he cannot demand any more, since all other creditor’s rights with regard to the receivables remain with the creditor, and these can only be exercised by the creditor himself. In exchange, the debtor directs all complaints and arguments to the assignee as well as to the assignor. However, it should be observed that in this case, the debtor has no possibility to offset an account against the assignee, and that he has no rights toward the assignor due to his relationship with the assignee. Yet the assignor can always revoke the collection assignment. Under certain circumstances, the boundary between these two legal entities can present problems and is often so blurred that laymen will frequently have difficulties. Considering the resulting possibilities and legal consequences, it is of particularly great importance to delineate these entities precisely to take advantage of the possibilities and to anticipate the legal consequences. A qualified and experienced lawyer can help to keep on top of the situation and to fully utilize the existing possibilities. http://www.grprainer.com/en/Debt-Collection.html

Lawyers.com Blog

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Marketing with misleading regional information is prohibited – Trademark-Law

The marketing of dairy products whose name contains misleading information about places and regions of origin is not allowed, since it conjures up wrong connotations among consumers… http://www.grprainer.com/en/Marketing-with-misleading-regional-information-is-prohibited-Trademark-Law.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Collection assignments and authorization to collect – Debt-Collection

http://www.grprainer.com/en/Debt-Collection.html A collection assignment authorizes the assignee to claim the assigned accounts receivable as his own and therefore in his own name. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London http://www.grprainer.com/en conclude: If the assignee is given only an authority to collect, he must claim the accounts receivable in someone else s name. A collection assignment is the complete assignment of the accounts receivable where the assignee is regarded as the new creditor of the debt. After assignment, he is therefore in the justified position to collect the receivables. However, the assignee is not authorized to dispose of the receivables, since a trustee relationship exists between him and the assignor. On that basis, he assignee has more legal authority toward the outside than toward the inside. In principle, debtors are not entitled in a collec http://www.grprainerblog.com/collection-assignments-and-authorization-to-collect-debt-collection/

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Collection assignments and authorization to collect – Debt-Collection

A collection assignment authorizes the assignee to claim the assigned accounts receivable as his own and therefore in his own name… http://www.grprainer.com/en/Collection-assignments-and-authorization-to-collect-Debt-Collection.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

Collection assignments and authorization to collect – Debt-Collection

http://www.grprainer.com/en/Debt-Collection.html A collection assignment authorizes the assignee to claim the assigned accounts receivable as his own and therefore in his own name.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Bremen, Dusseldorf, Essen, Frankfurt, Hamburg, Hanover, Munich, Nuremberg, Stuttgart and London – www.grprainer.com/en conclude: If the assignee is given “only” an authority to collect, he must claim the accounts receivable in someone else’s name. A collection assignment is the complete assignment of the accounts receivable where the assignee is regarded as the new creditor of the debt. After assignment, he is therefore in the justified position to collect the receivables. However, the assignee is not authorized to dispose of the receivables, since a trustee relationship exists between him and the assignor. On that basis, he assignee has more legal authority toward the outside than toward the inside.

In principle, debtors are not entitled in a collection assignment to object to the relationship between the assignee and the assignor. However, if the circumstances warrant it, the debtor has an opportunity to offset his debts against any receivables from the assignee. The assignor cannot revoke the collection assignment.

The collection assignment gives the authorized person the opportunity to claim someone else’s receivables in his own name. The end effect is that he can demand that payment be made to himself. However, he cannot demand any more, since all other creditor’s rights with regard to the receivables remain with the creditor, and these can only be exercised by the creditor himself. In exchange, the debtor directs all complaints and arguments to the assignee as well as to the assignor. However, it should be observed that in this case, the debtor has no possibility to offset an account against the assignee, and that he has no rights toward the assignor due to his relationship with the assignee. Yet the assignor can always revoke the collection assignment.

Under certain circumstances, the boundary between these two legal entities can present problems and is often so blurred that laymen will frequently have difficulties. Considering the resulting possibilities and legal consequences, it is of particularly great importance to delineate these entities precisely to take advantage of the possibilities and to anticipate the legal consequences.

A qualified and experienced lawyer can help to keep on top of the situation and to fully utilize the existing possibilities.

http://www.grprainer.com/en/Debt-Collection.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney

[shile9hollar]

A testator’s dementia can make the will invalid – Law of Succession

If the testator is suffering from dementia at the time of drawing up the will, this can lead to the invalidity of the will… http://www.grprainer.com/en/A-testators-dementia-can-make-the-will-invalid-Law-of-Succession.html

Lawyers Tax Advisors GRP Rainer Cologne Berlin Bonn Duesseldorf Frankfurt Hamburg Munich Stuttgart Germany - Lawyer Attorney