Due diligence review essential for larger transactions

http://www.grprainer.com/en/Due-diligence.html In the case of larger transactions, including in particular the acquisition of companies, shares in companies or investment property such as real estate, a careful risk assessment is indispensable. This kind of due diligence review provides all the relevant information for the planned purchase.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London – http://www.grprainer.com/en conclude: In the context of a company takeover or the purchase of company shares, a detailed examination of the existing risks in connection with the transaction is absolutely necessary so that a careful review of the investment can take place, as the buyer is often insufficiently aware of the company’s true position. A careful examination of all the information relevant for the transaction is provided by the due diligence review. It paints a concrete picture of the existing risks and leads to the determination of a reasonable purchase price that takes into account all of the factors relevant for the transaction.

The problems that can emerge for instance when company shares are purchased are often not evident at first glance. It is therefore advisable to carry out a comprehensive and detailed review at an early stage. The company’s legal form, existing contracts with business partners, employment contracts, tax implications, existing patents, copyrights and third party rights, accounts receivable and accounts payable, the company’s economic situation and also the prevailing market conditions are some of the factors that need to be closely observed, analysed and evaluated. This information provides the data in order to be able to accurately assess the risk associated with the investment. Ultimately, this risk assessment leads to the determination of a reasonable purchase price.

Since essentially every transaction has distinctive particularities that need to be considered, it is not sufficient to simply implement only one “model catalogue” or standards for achieving a realistic appraisal of the intended transaction. Each investment must be newly analysed and evaluated according to its own individual criteria.

In order to be able to identify the details as well as their legal consequences, specialist lawyers ought to be consulted. They can also assist in setting prices, drawing up contracts and are always ready to provide further legal consultation.

http://www.grprainer.com/en/Due-diligence.html

Tax evasion – Heirs under obligation

Anyone who inherits illegal earnings must immediately inform the tax authorities of this, otherwise there is a risk of high penalties. Heirs also have the possibility of making a voluntary declaration of tax liabilities. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London – http://www.grprainer.com/en conclude: Heirs mourning for the deceased can quickly be faced with problems pertaining to tax law, especially if illegal earnings form part of the estate. If they aren’t promptly declared to the competent tax office, the heir renders himself liable to prosecution for tax evasion by omission. The heir is often completely unaware that illegal earnings are included in the estate. However, if accounts in Switzerland, Liechtenstein or other tax havens turn up in the estate, one should take a closer look. It is possible that illegal earnings are found in these accounts and the testator has evaded taxes. While the heir cannot i
http://www.grprainer.com/en/Tax-evasion-Heirs-under-obligation-1.html

Kanzleien in Deutschland – GRP Rainer Lawyers and Tax Advisors

The firm GRP Rainer has been included in the encyclopaedia of lawyers “Kanzleien in Deutschland 2014”. The 15th edition portrays the leading commercial lawyers. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich and Stuttgart – http://www.grprainer.com/en conclude: “Kanzleien in Deutschland” is a renowned encyclopaedia of lawyers that is released by the publishing group Nomos. The editors eschew doubtful rankings, portraying only the leading German commercial law firms. Apart from the fields of law covered, criteria such as the history and development of the law firm, publications, legal articles and teaching activities as well as the partnership as an employer also play an important role here. GRP Rainer is characterised as a “full service commercial law firm for modern small and medium sized businesses” which provides its clients with comprehensive commercial advice with a focus on company and tax law, banking and capital mar
http://www.grprainer.com/en/Kanzleien-in-Deutschland-GRP-Rainer-Lawyers-and-Tax-Advisors.html

“Kanzleien in Deutschland” – GRP Rainer Lawyers and Tax Advisors among the leading commercial law firms

http://www.grprainer.com/ The firm GRP Rainer has been included in the encyclopaedia of lawyers “Kanzleien in Deutschland 2014”. The 15th edition portrays the leading commercial lawyers.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich and Stuttgart – www.grprainer.com/en conclude: “Kanzleien in Deutschland” is a renowned encyclopaedia of lawyers that is released by the publishing group Nomos. The editors eschew doubtful rankings, portraying only the leading German commercial law firms. Apart from the fields of law covered, criteria such as the history and development of the law firm, publications, legal articles and teaching activities as well as the partnership as an employer also play an important role here.

GRP Rainer is characterised as a “full service commercial law firm for modern small and medium sized businesses” which provides its clients with comprehensive commercial advice with a focus on company and tax law, banking and capital market law as well as intellectual property rights. It is therefore a point of contact for internationally operating small and medium sized companies, supporting them across all legal, financial and tax related issues. Lean structures, direct points of contact and advising clients on their own premises where possible are among the pillars of the firm’s philosophy. This has been “a complete success in every respect”, says “Kanzleien in Deutschland”.

GRP Rainer offers its services in all legal areas that are of assistance to clients in implementing their economic goals. National and international. The firm makes use of its contacts with tax advisors, business advisors and auditors. In addition, we draw on cross-border cooperation with other partnerships. GRP Rainer now assists clients from Australia, the USA and, of course, in European countries outside Germany. Extensive language skills in English, French, Spanish and Portuguese ensure that language barriers do not exist in practice and enable smooth collaboration between all parties involved.

The editors of “Kanzleien in Deutschland” drew a positive conclusion on GRP Rainer. They said that the partnership has found its own approach, consistently expanded and implemented this, and provides a comprehensive spectrum of advice. “Internationally oriented small and medium sized enterprises are discovering from the flexible consultancy range offered by the partnership a competent point of contact”, summarized the editors.

GRP Rainer is based in Cologne and has branch offices in Berlin, Bonn, Düsseldorf, Frankfurt am Main, Hamburg, Munich and Stuttgart.

http://www.grprainer.com/

Tax evasion – Heirs under obligation

Anyone who inherits illegal earnings must immediately inform the tax authorities of this, otherwise there is a risk of high penalties. Heirs also have the possibility of making a voluntary declaration of tax liabilities. GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich, Stuttgart and London – http://www.grprainer.com/en conclude: Heirs mourning for the deceased can quickly be faced with problems pertaining to tax law, especially if illegal earnings form part of the estate. If they aren’t promptly declared to the competent tax office, the heir renders himself liable to prosecution for tax evasion by omission. The heir is often completely unaware that illegal earnings are included in the estate. However, if accounts in Switzerland, Liechtenstein or other tax havens turn up in the estate, one should take a closer look. It is possible that illegal earnings are found in these accounts and the testator has evaded taxes. While the heir cannot i
http://www.grprainer.com/en/Tax-evasion-Heirs-under-obligation.html

Directors’ liability: In the event of a breach of duty, directors are also liable with their private assets

http://www.grprainer.com/en/Directors-Liability.html Company directors of a corporation bear a huge responsibility as well as a high risk. If they breach their duties, they may also be liable with their private assets.

GRP Rainer Lawyers and Tax Advisors in Cologne, Berlin, Bonn, Düsseldorf, Frankfurt, Hamburg, Munich and Stuttgart – www.grprainer.com/en conclude: Directors are tasked with running businesses for the benefit of the company, that is to say profitably. They cannot be legally charged for a lack of economic success, yet if directors breach their duties they may well be faced with claims for damages, both in cases of internal and external liability.

Essentially, a director is obligated to exercise the level of care due from a prudent businessman (sec. 43 para. 1 GmbHG (German Private Limited Liability Company Act)). This encompasses, among other things, control over the economic and financial affairs of the business. Even if these tasks are delegated to employees, the director is obliged to maintain an overview. If he does not fulfil his duties, he can be held liable towards the company (internal liability). This explicitly does not cover a business decision that is not met with the desired success; rather, fault – wilful or negligent – is required in order to establish a breach of duty. This kind of violation can result, for example, from instructions of the shareholders being disregarded, excessive risk or, of course, also fraud or breach of trust.

In addition, the director is responsible for the proper payment of social security contributions, tax matters or even the timely filing of insolvency if that is an imminent possibility. If he does not perform these tasks, third parties can directly assert their claims for damages against the director (external liability).

In order to reduce the risk of liability, the contract between the company and the director is important. Whereas external liability, that is concerning the claims of creditors, cannot be excluded, there is a certain amount of leeway with respect to internal liability. Here, it can be contractually agreed that the director is only liable vis-à-vis the company if he acted wilfully or with gross negligence. “Ordinary negligence” can be excluded.

When drafting contracts and also when questions of liability arise, advice should be obtained from lawyers competent in the field of company law.

http://www.grprainer.com/en/Directors-Liability.html

Responsibility of sales organizations for the criminal behavior of an agent

http://www.grprainer.com/en/Commercial-Law.html In a judgement dated 15.03.2012 (Case No.: III ZR 148/11) the Federal Supreme Court of Germany (BGH) ruled that sales organizations can be held responsible for the criminal behavior of an agent.

GRP Rainer Lawyers Tax Consultants, Cologne, Berlin, Bonn, Düsseldorf, Hamburg, Munich, Stuttgart, Frankfurt www.grprainer.com inform: According to this judgement sales organizations which provide capital investments are liable for the criminal conduct of their consultants. The decision was based on the following record: A representative of a financial consulting firm liquidated a customer’s investment funds and transferred the sales value to his private account by forging the customer’s signature. The court saw a close relationship between the professional activities of the representative and his criminal actions in this case.

Considering the judgement, the advice provided by the representative established a contractual relationship within the meaning of § 311 Section 2 No. 3 BGB with duties under § 241 para 2 BGB, because the advice was accompanied by the authorization of said representative to continuously disclose to the customer information that is generally subject to banking secrecy.

In the case at hand, this obligation had been violated by the representative. The Federal Supreme Court held that the defendant sales organization was liable in accordance with § 278 p.1 BGB. The Court established this perception with the fact that the representative had come in contact with the infringed legal assets of his customer precisely by means of his professional activity, which ultimately enabled him to sell the customer’s capital investments.

An experienced lawyer in financial law can help you to enforce your rights. He can evaluate your case and inform you about the possible proceedings.

Commercial law is the branch of civil law which governs commercial transactions. Commercial law thus includes provisions relating to the legal relationship between the merchant and his business partners, as well as competition and corporate relations with other entrepreneurs. The most important source of law is the German Commercial Code.

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

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