On July 1, 2016, a change in the law in the area of ​​civil law companies (GesbR), which was introduced two years ago, comes into force, which brings significant changes in the area of ​​termination rights and therefore has significant (negative) effects on existing companies, especially on syndicates based on syndicate agreements but also other internal companies, such as working groups.
While complete exclusions or waivers of termination were previously effective in such internal companies, this will no longer be the case from July 1, 2016, but a new, mandatory statutory termination regulation will apply, which enables every shareholder at the end of a financial year to to terminate the company with six months’ notice.

It is obvious that this is highly problematic, especially for syndicate contracts and the long-term voting commitments agreed therein, and is by no means desired by the parties involved, but cannot be avoided due to the mandatory nature of the legal provision.
Although the legislature is currently working on a possible correction to the existing legal situation, it is questionable whether this can be implemented in time before July 1, 2016. If you want to avoid that every shareholder suddenly has the right to terminate, action must be taken before July 1, 2016.
In addition to a legally provided, temporary right to opt out of the old legal situation, there are also design options to restrict the right of termination permissibly and in the long term in the future.
We explain what these options are in the long text of our newsletter.

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