European Union: Directors and Officers

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Article
Managing Director’s Liability for Payments Made After the Onset of Insolvency in a Cash Pool
The Higher Regional Court of Düsseldorf has issued a landmark ruling clarifying managing director liability under § 15b InsO in intra-group cash pool structures. The judgment addresses critical questions about payment cessation, balance sheet insolvency, and the standard of care applicable after expiry of the grace period, with significant implications for corporate groups operating cash pooling arrangements.
Germany Insolvency
PL
PwC Legal Germany
Article
Geschäftsführerhaftung für Zahlungen nach Insolvenzreife im Cash-Pool
The Higher Regional Court of Düsseldorf has issued a comprehensive ruling on director liability under § 15b InsO in corporate cash pool structures. The decision clarifies critical questions regarding the payment concept, cessation of payments in group structures, and the standard of care after expiration of the grace period, confirming the continued applicability of principles developed by the Federal Court of Justice under former § 64 GmbHG.
Germany Insolvency
PL
PwC Legal Germany
Article
Konzernrecht – Das Konzerninteresse und seine Legitimation im Vertrags- und im faktischen Konzern
German corporate law faces a fundamental challenge in balancing the economic interests of a corporate group with the legal principle that each subsidiary remains an independent legal entity. This article examines how the concept of 'group interest' (Konzerninteresse) operates within different corporate structures, exploring the tension between centralized group management and the protection of dependent companies, minority shareholders, and creditors.
Germany Commercial
PL
PwC Legal Germany
Article
Variar el número de consejeros dentro del mínimo y máximo previstos en los estatutos no modifica el sistema de administración de la sociedad y no exige modificación estatutaria
La Audiencia Provincial de Pontevedra analiza si la reducción del número de consejeros de cinco a tres mediante acuerdo de junta general constituye una modificación estatutaria que requiere trámites especiales. El tribunal examina los límites de la competencia de la junta general para adaptar la composición del consejo de administración dentro de los márgenes estatutarios establecidos.
Spain Commercial
Gómez-Acebo & Pombo
Article
Rescuing The Orphaned Company: The Special Manager Beyond Liquidation
When the sole director and shareholder of a Maltese company dies, a unique governance vacuum emerges that existing legislation fails to adequately address. The Commercial Court's recent decision in Budget Services Limited v X demonstrates how judicial pragmatism can provide temporary relief, but raises critical questions about the need for comprehensive legislative reform to protect orphaned companies from operational paralysis.
Malta Commercial
GA
Ganado Advocates
Article
Cybercrime & Compliance: Navigating Risks In A Digital World – A Conference Report
Herbert Smith Freehills Kramer's Frankfurt Corporate Crime & Investigations team hosted a conference examining cybercrime threats, AI-driven attacks, and the evolving responsibilities of corporate leadership in building cyber resilience. Senior representatives from law enforcement, industry leaders, and global legal partners explored prevention strategies, incident response protocols, and the complex liability landscape facing organizations in an increasingly digital threat environment.
Germany Technology
KL
Herbert Smith Freehills Kramer LLP
Article
Governance And Consulting Services - Governance Services
Corporate governance encompasses the internal policies and procedures that control, direct, and manage corporate entities, serving to protect and enhance a business's most valuable asset - its name and reputation. This framework includes legally mandated requirements, voluntary best practices, and strategic measures that span from accurate financial record-keeping to board management and director training.
Ireland Commercial
AC
Arthur Cox
Article
Part II Compliance Management Systems Set-Up Reporting And Decision-Making
This comprehensive guide examines how German companies can design and operate a credible compliance management system that meets both domestic legal requirements and international standards. It explores the interplay between board-level organizational duties, specialized statutory regimes like the Whistleblower Protection Act and Supply Chain Due Diligence Act, and globally recognized frameworks such as ISO 37301, while providing practical guidance on governance structures, reporting lines, and implementati
Germany Commercial
MB
Mayer Brown
Article
Trustees Cannot Profit From Their Own Wrongdoing. UK Supreme Court Reinforces Beneficiaries’ Rights And Fiduciary Accountability
The UK Supreme Court has delivered a landmark ruling confirming that fiduciaries who secretly profit from their position hold those gains on constructive trust for beneficiaries from the moment of receipt. The decision establishes that third parties who dishonestly assist in dissipating such profits face full liability, even when beneficiaries suffered no direct financial loss and would never have generated those profits themselves.
Cyprus Commercial
A|
AGPLAW | A.G. Paphitis & Co. LLC
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