The coronavirus crisis poses many questions.
We provide the answers.
The current crisis in connection with the spread of the coronavirus is having a significant impact on the real economy as well as global financial markets and poses major challenges for the business activities of many companies in Germany. In order to counter the economic consequences, the European institutions
as well as the German authorities at the federal and state levels are taking economic and financial policy measures. Our multidisciplinary team of experts is at your disposal to assist with up‑to‑date information and comprehensive expertise on all legal issues to support you and your company in these challenging times. We focus on your goals and interests and are there for you when you need us.
Corporate compliance in times of crisis
The corona pandemic is a stress test for business models and corporate governance structures as well as internal control systems (ICS) and compliance management systems (CMS) of almost all companies, regardless of their industry affiliation, size, age or legal form. How reliably can companies ensure that all applicable regulations are observed and abuses within the company are avoided in this unique situation? How can the company protect itself from suffering additional damage through external misconduct during the crisis? A consistently risk-based and effectively implemented CMS delivers an important overall contribution in crisis management situations to:
Our GSK Stockmann Compliance team will support you in all crisis management matters and will also be happy to get you ready early on for the challenges of what will hopefully be a fast recovery after the crisis.
Our expert publications
» Fight against COVID 19 fraud is new investigation priority of the US Department of Justice (24 March 2020)
Your contact
Eric Mayer
+49 89 288174-73
eric.mayer@gsk.de
View lawyer profile
The COVID-19 disease and its rapid spread lead to unprecedented challenges in the working environment. Many people have switched to working from home. The flood of applications for aid programmes set up at federal and state level poses a great challenge for the receiving agencies. Companies are adapting to the crisis-related circumstances. What all of these aspects have in common is the fact that they use digital solutions. This automatically puts data protection issues on the agenda.
The most frequently asked questions are currently:
Our digital and data protection team at GSK Stockmann will be happy to answer all of these questions and more.
Our expert publications
» What employers need to know about the Corona Warning App (3 July 2020)
» The home office from a data protection perspective in times of the coronavirus (20 March 2020)
Your contact
Katy Ritzmann
+49 30 203907-422
katy.ritzmann@gsk.de
View lawyer profile
Just as it affects the global economy, the coronavirus pandemic will also put a strain on existing and newly initiated contractual relationships. Contracting parties around the world are experiencing difficulties in fulfilling their contractual obligations. In uncertain times such as these, potential business partners tend to shy away from entering business relationships. At the same time, the exceptional economic situation is challenging legislators everywhere to temporarily amend laws which has a significant impact on existing and future contractual relationships.
No matter if you find yourself right before or in the middle of disputes resulting from the crisis – GSK Stockmann’s Dispute Resolution team will assist you in all matters relating to examining existing contracts, out‑of‑court contract adjustments, preparing and conducting settlement talks, mediation, and in court and (international) arbitration proceedings with business partners, insurance companies and, not least, the state. We apply the available legal instruments to enforce your interests. This refers in particular to the coronavirus‑related amendments to the Introductory Act to the German Civil Code (Einführungsgesetz zum Bürgerlichen Gesetzbuch) coming into force on 1 April 2020, as well as to currently relevant force majeure issues, hardship and MAC clauses, impossibility of performance, interference with the basis of the transaction and termination without notice.
The same applies to newly initiated business relationships. In times of crisis, they should be all the more so founded on a firm basis in order to be successful. To this end, GSK Stockmann’s Dispute Resolution team offers comprehensive advice on contract design, takes into account the risks the pandemic holds for the economy and individual businesses and includes tailor‑made conflict resolution clauses that anticipate future developments.
Our expert publications
» Securing payment transactions in international trade (07 May 2020)
» Arbitral proceedings – efficient and effective during times of COVID-19? (17 April 2020)
» Sanity Check for Your Contracts – New ICC Force Majeure and Hardship Model Clauses (07 April 2020)
» Impact of the coronavirus pandemic on contractual relationships (30 March 2020)
Your contact
Justus Jansen
+49 40 369703-62
justus.jansen@gsk.de
View lawyer profile
The current coronavirus pandemic is increasingly impacting a whole range of aspects of our lives. In their role as employers, companies are affected in several ways and must find answers to important employment law questions and take appropriate measures concerning their workforce:
In this difficult economic situation, employers are also confronted with urgent questions regarding financial relief options as well as more fundamental questions regarding the continuation of employment relationships:
The Employment team at GSK Stockmann is at your disposal at all times to answer these and other questions and to provide concrete recommendations for implementing specific employment law measures.
Our expert publications
» Working during the coronavirus pandemic: As an employer, how do I deal with employees returning from holidays? (1 September 2020)
» What employers need to know about the Corona Warning App (3 July 2020)
» Employment law issues in connection with the coronavirus (13 March 2020) (in German)
Your contact
Wolfgang Böhm
+49 6221 4566-0
wolfgang.boehm@gsk.de
View lawyer profile
Since mid-March, the German government has announced or launched comprehensive aid packages to mitigate the impact of the coronavirus pandemic on companies and on the labour market. Through the “protective shield” for the economy worth billions of euros, the Federal Ministry of Economics wants to provide fast and unbureaucratic help to small and medium-sized companies, corporations, one-person businesses and freelancers. Since the individual federal states are also active in this respect, new aid and relief measures appear constantly.
Programmes at the federal level:
Programmes at state level:
Our team at GSK Stockmann is ready to answer any questions you may have and will keep you up to date consistently about aid and relief programmes at federal, state and EU level. Please also refer to our overall presentation on state aid available during the coronavirus pandemic. Upon request, we can provide you with a summary of current developments and measures at federal, state and EU level, update it regularly and advise you as needed.
Our expert publications
» Corporate financing in times of the corona-virus – available government programmes (09 April 2020)
Your contact
Katy Ritzmann
+49 30 203907-422
katy.ritzmann@gsk.de
View lawyer profile
The financial, funds and capital markets sectors are not shielded against the coronavirus pandemic and its effects. Thus, law makers and supervisory authorities in Germany and at the EU – above all ESMA and BaFin – are trying to ensure financial (market) stability and to back up markets and financial market participants.
In addition to adjusting some supervisory requirements, for instance in connection with the MiFID II requirements, trading activities and short‑selling bans, as well as modifications to the requirements for capital bases, legislators and supervisory authorities are paying particular attention to lending activities and possible loan defaults, such as:
Funds are also affected:
The focus is currently on existing emergency and restructuring plans in regulated units – topics that are not normally of such high interest. Thus, regulatory legislation that moves quickly even in normal times, has seen an additional increase in speed since the beginning of March. Now, changes and reactions are published almost on a daily basis, and many publications also contain facilitation measures for the sector as a whole.
Our team at GSK Stockmann continuously monitors the numerous legal and regulatory changes. We are familiar with the various options available to you and we are happy to support you in developing concrete solutions and deriving appropriate decisions for your company. Please do not hesitate to contact us.
Finance
Alma Franke
+49 89 288174-667
alma.franke@gsk.de
View lawyer profile
Financial Regulation
Philippe Lorenz
+49 89 288174-662
philippe.lorenz@gsk.de
View lawyer profile
The coronavirus pandemic has considerable effects on private building and architect law and raises a multitude of (legal) questions and problems in day-to-day practice, for instance, in the context of
There certainly are laws regulating these issues, such as Sec. 313 BGB (German Civil Code) regarding the loss of the basis of a contract, Sec. 6 of the VOB/B (Regulations on Contract Awards for Public Works part B) on the obstruction of construction work, etc. However, the concrete application of these regulations to the legal effects of the coronavirus pandemic is still largely uncharted territory.
Due to official measures in the course of the coronavirus pandemic and its continued dynamic development, construction processes may be disrupted, in some cases considerably, and even the closure of construction sites cannot be ruled out at present. Entry bans and border controls or border closures can cause a shortage of available workers. Domestic and international production shutdowns and restrictions can cause considerable supply bottlenecks and material shortages. Social distancing rules and quarantine measures sometimes severely restrict the construction process and progress. The associated occupational safety and health measures and requirements place high demands on construction site operators: risk assessments and safety and health protection plans must be continuously updated, the applicable contact restrictions and hygiene recommendations must be implemented through appropriate measures, etc.
For the legal assessment of coronavirus-related disruptions of the construction process, it is deci-sive whether they are due to a case of force majeure. According to a decree issued by the Federal Ministry of the Interior, Building and Community on 23 March 2020, the coronavirus pandemic is in principle suitable to constitute a case of force majeure. Although this decree only applies to federal construction projects, its content can be used as a general guideline. However, each case will have to be assessed individually for a definite conclusion.
On 11 March 2020, the World Health Organization (WHO) declared the coronavirus epidemic a pandemic. In particular in the context of newly concluded building and architects’ contracts, this raises the question whether coronavirus-related effects can be regarded as force majeure even after this date. In this case, it is probably advisable, both from the point of view of the contractor and the client, to include highly precautionary so-called “coronavirus clauses” in newly drafted contracts. Such clauses are currently being intensively discussed in the construction industry.
The team at GSK Stockmann stands ready to answer all your questions and advise you on all matters relating to the coronavirus pandemic and its effects.
Your contact
Prof. Dr. Oliver Moufang
+49 69 71003-147
oliver.moufang@gsk.de
View lawyer profile
Urgent procurement needs, bans on assembly and social distancing orders as well as quarantines disrupt the normal course of award procedures. Are direct awards allowed? Can deadlines be shortened or rather extended? How should appointments be conducted that normally require personal attendance such as negotiations?
COVID-19-related emergency procurement
On 19 March 2020, the German Federal Ministry for Economics (BMWi) sent out a bulletin, stating that in the context of procurements required at short notice in order to contain and overcome the coronavirus epidemic, urgent reasons may be able to justify negotiation procedures/awards procedures without competitive tendering (BMWi bulletin (in German) tinyurl.com/BMWi-Corona).
In addition, the BMWi now allows contractual amendments such as an increase in delivery volumes and the extension of contracts under Sec. 132 (2)(1)(3) of the Law against Restraints of Competition (GWB). However, a 50% limit applies for the increase of the order value.
Impact on all other procurements
It remains to be seen whether, in view of the corona crisis, the economic stimulus packages released in the wake of the financial crisis will be relaunched. In the long term, it can be expected that the public sector will regain importance as a buyer of services and that the time of award procedures with few or no bids is coming to an end.
Our Procurement team at GSK Stockmann is happy to assist you in overcoming coronavirus‑related challenges in your procurement processes.
Our expert publications
» Coronavirus: first public procurement and state aid considerations on the current crisis (13 March 2020) (in German)
Your contact
Jenny Mehlitz
+49 30 203907-7766
jenny.mehlitz@gsk.de
View lawyer profile
Government measures to prevent the spread of COVID-19
Since the outbreak of the coronavirus pandemic, a large number of government measures based on the German Infection Control Act have been issued through general rulings or ordinances at municipal or state level. In order to slow the spread of the virus measures such as operating bans, bans on opening shops or offering services greatly impact commercial businesses. Additionally, measures targeting the civilian population such as entry checks and border control are bound to affect businesses as well:
Curfews and social distancing orders can impact planning and approval procedures involving public participation: Stakeholders must consider postponing public participation procedures or extending public presentation. The Public team at GSK Stockmann is closely monitoring the development and is at your disposal to answer questions regarding the scope of these bans, possible compensations as well as on their implications on planning and approval procedures.
Our expert publications
» COVID-19: the European Commission’s Temporary Framework to support the economy from (20 March 2020) (in German)
» Coronavirus: first public procurement and state aid considerations on the current crisis (13 March 2020) (in German)
Your contact
Kristina Marx
+49 30 203907-81
kristina.marx@gsk.de
View lawyer profile
The measures to contain the coronavirus pandemic have had dramatic consequences for many business owners. While hotels are particularly affected, the entire retail & leisure sector is also facing state-issued restrictions and at one point – with the exception of a few privileged businesses – was even forced to close down completely. To make matters worse, such measures may return at any time. However, businesses are affected quite differently by these measures. For example, there are some cases where retailers have even benefited from the crisis due to changes in consumer behaviour and have been able to shift their sales or increase them quite considerably due to catch-up effects in periods following the lockdowns. On the other hand, there are companies that have found it completely impossible to catch up and are in dire straits.
The Act to Mitigate the Consequences of the COVID-19 Pandemic under Civil, Insolvency and Criminal Procedure Law from 27 March 2020 (COVID-19 Act) was a first step in providing protection to tenants who were unable to pay their rent due to the pandemic and were thus in danger of losing their rental space and by extension their livelihood. It is a common misconception that the COVID-19 Act grants every tenant a deferral of rent payments for April to June 2020, i.e. that any tenant can just not pay the rent for these months. However, this is not true. Tenants who were unable to pay their rent for April to June 2020 due to the pandemic cannot have their lease terminated. Landlords only have the right to terminate the lease if the rent has still not been paid in arrears by June 2022. However, since the rent is technically due, tenants can still be sued for payment, may face enforcement measures and landlords may even consider drawing on existing rental collateral. Ultimately, the COVID-19 Act does not automatically grant protection against termination to all tenants, but only to those who have experienced difficulties as a result of the pandemic and can credibly prove this. This is not the case for every tenant. The COVID-19 Act therefore only regulates protection against termination for tenants affected by the pandemic.
The majority of first- and second-instance case law now assumes that closures ordered by the authorities due to the coronavirus do not constitute a defect of the rental object, since the closure orders are not considered to belinked to its specific condition. Furthermore, the closures do not release tenants from the obligation to pay rent due to the impossibility of transferring use, since the mere provision of the rental object is still possible – even during the enforced closures.
However, at the latest since the introduction of Art. 240 Sec. 7 of the Introductory Act to the German Civil Code in December 2020, it has been presumed that coronavirus-related, officially ordered closures of a tenant’s business may constitute interference with the basis of the lease pursuant to Sec. 313 (1) of the Civil Code, provided that the closure order relates to the specific leased space (e.g. shop premises). On 12 January 2022, the Federal Court of Justice ruled for the first time on a case of a coronavirus-related rent reduction. Our GSK Update on this matter can be found below in the section “Our expert publications”.
GSK Stockmann will keep you up to date on the latest legal developments and will be happy to advise you on the following issues, among others:
Our team at GSK Stockmann will be happy to answer these and all other questions regarding the effects of the coronavirus crisis and how to deal with the consequences in relation to tenancies.
Your contact
Monique Franke
+49 89 288174-661
monique.franke@gsk.de
View lawyer profile
Many owners and investors are struggling with the question whether and how to sell and buy real estate in the current situation. Another major challenge besides financing is valuing the property and securing the cash flow required by most buyers once the transfer of economic ownership is complete. Finally, the issue of the tenants’ ability to pay currently also needs to be completely re-evaluated. Forward deals must be structured in a way that offers sufficient flexibility to accommodate for the uncertain effects of COVID-19. However, the market environment may also offer unprecedented investment opportunities. Considering the turbulences on other investment markets, investing in sustainable real estate in good locations can make sense. Against this background, drafting purchase agreements for real estate currently raises a few new questions:
Our team at GSK Stockmann will be happy to support you in preparing and assisting such sales/purchase processes.
Our expert publications
» Covid-19-related rent adjustments possible – but only on a case by case basis (24.01.2022)
Your contact
Dirk Brückner
+49 89 288174-71
dirk.brueckner@gsk.de
View lawyer profile
The coronavirus causes many companies existential hardship. Sales are breaking down. Fixed costs cannot be reduced quickly. The strict German rules on management liability in insolvency situations and the punishable obligation to file for insolvency are forcing many managers and shareholders to act. At the same time, many business partners of companies in distress, such as banks, landlords or suppliers, are wondering whether they can defer receivables, grant payment accommodations or provide new liquidity without risking revocatory action later. The legislator is attempting to reduce insolvency risks and facilitate liquidity at several levels.
The following questions are currently the most pressing:
As an operative company:
As supplier/landlord or other creditor:
From a banking perspective:
Our Restructuring and Insolvency team at GSK Stockmann will be happy to answer these and all other restructuring questions in the context of the the coronavirus crisis.
Our expert publications
» Corporate financing in times of the corona-virus – available government programmes (09 April 2020)
» German lawmakers suspend obligation to file for insolvency (25 March 2020)
» The antidote – legislator will suspend the obligation to file for insolvency (17 March 2020)
Your contact
Andreas Dimmling
+49 89 288174-73
andreas.dimmling@gsk.de
View lawyer profile
State aid for companies
Since 12 March 2020, the European Commission has been rapidly putting in place rules and creating a decision-making practice to enable the Member States of the European Union to counter the consequences of the COVID-19 crisis and at the same time save the single market. These are the rules under which Member States and their public authorities will provide financial support to businesses. In the meantime, this has led to the creation of the main German programmes under which the Kreditanstalt für Wiederaufbau (KfW, German government-owned development bank) and now also the federal states’ development banks will be allowed to grant state aid to companies from 23 March 2020 onward.
This practice and general state aid law requirements provide answers and solutions to the following questions:
Protecting the Single Market against competitive disotrtion and national egotism is particularly important during the COVID crisis. We assist you in utilizing state support for your company while at the same time complying with the requirements of state aid law. Our team at GSK Stockmann supports the public sector in designing state aid regulations and subsidies in line with state aid law, in (pre‑)notification contacts with the European Commission, in preliminary examination procedures and in state aid‑related litigation. We also advise companies on how to obtain state support in accordance with state aid law. Please do not hesitate to contact us!
Our expert publications
» Corporate financing in times of the corona-virus – available government programmes (09 April 2020)
» COVID-19: the European Commission’s Temporary Framework to support the economy from (20 March 2020) (in German)
» Coronavirus: First public procurement and state aid considerations on the current crisis (13 March 2020) (in German)
Your contact
Arne Gniechwitz
+49 40 369703-0
arne.gniechwitz@gsk.de
View lawyer profile
The social distancing restrictions and assembly bans associated with the COVID-19 pandemic are major challenges for any company’s ability to act. While in-person meetings of decision-making bodies (e.g., supervisory board, shareholders’ meetings or general meetings) are limited, companies must still be able to adopt resolutions (e.g., on the allocation of profits or the annual financial statements). The many challenges in this context raise the following and more questions:
The legislator has recognised these problems and responded with the Act to Mitigate the Consequences of the COVID-19 Pandemic under Civil, Insolvency and Criminal Procedure Law from 27 March 2020 (COVID-19 Act).
Among other things, it allows stock corporations to hold their general meetings virtually this year without the physical presence of shareholders or their proxies if certain requirements are met. In addition, the COVID-19 Act contains the following derogations from the Stock Corporation Act (AktG):
Regarding company law, the COVID-19 Act allows all shareholder resolutions to be passed in text form or by written submission of votes even without the consent of all shareholders. Our GSK Stockmann team will be happy to assist you with all questions regarding virtual general meetings (from convening the meeting to minimising the risk of avoidance actions). You are also welcome to contact us for assistance in the context of holding shareholders’ meetings or passing resolutions in your company (GmbH law).
Our expert publications
» Coronavirus crisis: legislator allows virtual general meeting for stock corporations (07 April 2020) (in German)
Your contact
Jennifer Bierly
+49 30 203907-50
jennifer.bierly@gsk.de
View lawyer profile
Tax relief measures
Many companies are in economic distress because of the coronavirus pandemic. Tax payments for profitable past years will soon be due. Additionally, prepayments for future tax periods are now mostly set too high, as they are based on a much better income situation before the outbreak of the crisis. In order to ensure that such tax payments do not lead to insolvency or liquidity problems, the German Federal Ministry of Finance and the highest tax authorities of the federal states have now announced relief (ministry letter and identical state‑level decree from 19 March 2020):
Our Tax team is at your disposal for further information and any questions you may have.
Our expert publications
» COVID-19 – Inheritance and gift tax relief (14 May 2020)
» COVID-19 – Further profits tax relief (07 May 2020)
» COVID-19 – Tax Relief for Investment Funds (17 April 2020)
» COVID-19 – VAT relief (15 April 2020)
» Corporate financing in times of the corona-virus – available government programmes (09 April 2020)
» COVID-19 – Tax Relief Measures (23 March 2020)
Your contact
Petra Eckl
+49 69 710003-0
petra.eckl@gsk.de
View lawyer profile
For reasons of better readability, we use the gender-neutral generic masculine. However, the information expressly refers to all genders.
