SMP Briefing: Multiseller Transactions – Issues to deal with in a sellers’ agreement Briefing

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.

Dr. Martin Schaper & Dr. Benjamin Ullrich March 09, 2020
SMP Funds Briefing: VC and PE fund managers will soon be subject to sustainability-related transparency requirements Briefing

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.

Dr. Fabian Euhus December 10, 2019
SMP Funds Briefing: Update on harmonized “pre-marketing” concept: EU trialogue parties agree on liberal approach, but introduce a new “notification light” regime Briefing

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.

Dr. Fabian Euhus March 07, 2019
SMP Transactions Briefing: Making an insolvent GmbH “disappear” by way of statutory merger (Verschmelzung) Briefing

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.

Dr. Tim Schlösser March 01, 2019
SMP Transactions Briefing: Cross-Border Conversion Briefing

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).

Dr. Martin Schaper February 13, 2019
SMP Transactions Briefing: The German Federal Court elaborates on the liability regime applying to board members of a German stock corporation Briefing

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).

Dr. Tim Schlösser January 30, 2019
SMP Transactions Briefing: SMSG Report regarding ICOs and Crypto Tokens to ESMA – stricter regulatory approach ahead? Briefing

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.

Lennart Lorenz Lennart Lorenz November 09, 2018
SMP Transactions Briefing: Bitcoin – not a financial instrument after all? Briefing

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.

Lennart Lorenz Lennart Lorenz October 15, 2018
SMP Funds Briefing: Update on the harmonized "pre-marketing“ definition Briefing

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.

Dr. David John September 28, 2018