A common feature of almost every exit transaction of VC-backed companies is the large number of sellers involved. This is one of the main reasons why so-called multiseller transactions are rather complex. The different groups of selling shareholders, including founders, business angels, financial investors and possibly strategic investors, often pursue different interests which have to be aligned for the success of the transaction.
Effective from 10 March 2021, VC and PE fund managers are facing new requirements stemming from an EU regulation on sustainability-related disclosures ("ESG Disclosure Regulation") which was published in the EU's Official Journal yesterday. The ESG Disclosure Regulation forms an important building block in the European Commission's Action Plan on sustainable finance. It will introduce new obligations for all VC and PE fund managers, including national sub-threshold managers, EuVECA managers as well as fully authorized AIFMs.
Some time has passed since the European Commission proposal on a harmonized "pre-marketing" concept was published on 12 March 2018. This SMP Fund Briefing provides an update on the compromise now reached by the EU trialogue parties.
In a statutory merger (Verschmelzung) pursuant to the German Transformations Act (Umwandlungsgesetz, "UmwG"), a corporate entity (the merging entity) transfers the entirety of its assets and liabilities to another corporate entity; in exchange, the (former) shareholders of the merging entity typically receive shares in the surviving entity.
A company incorporated under the laws of a Member State of the European Union or European Economic Association (Member State) can change its legal form and continue to exist under the laws of another Member State by means of a cross-border conversion by way of a change of legal form (Cross-Border Conversion).
The Federal German Court in civil matters (Bundesgerichtshof, "BGH") has in two recent decisions confirmed and further specified the obligations of, and the liability regime applying to, the members of the executive board and the supervisory board of a German stock corporation (Aktiengesellschaft).
This SMP Transactions Briefing highlights the key points of the SMSG report. Although the report is not binding for ESMA or market participants, it provides important perspectives in the crypto context on a European level.
This SMP Transactions Briefing briefly presents the decision of the Kammergericht from September 25, 2018, and puts it into a practical perspective by analyzing which effects the decision could have on the future (regulatory) treatment of Bitcoin and other crypto token in Germany.
The European Commission has been active the last couple of days. Not only has it presented its so-called FinTech Action Plan, but it also released a proposal to create a legal framework for Crowdfunding Service Providers.
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