Gemeinschaften und Verbände organisieren sich durch Kollektivorgane. In Kollektivorganen werden Entscheidungen häufig mit der Mehrheit der Stimmen getroffen. Wichtige Beispiele sind Gesellschafter- und Hauptversammlungen, mehrköpfige Vorstände und Aufsichtsräte, Betriebsräte, Wohnungseigentümerversammlungen und Gläubigerausschüsse. Das Bürgerliche Recht ist allerdings nicht auf Beschlüsse, sondern auf Verträge gemünzt. Weder die Rechtsgeschäftslehre des BGB noch ein anderes privatrechtliches Gesetz enthält eine allgemeine Beschlusslehre. Das deutsche Beschlusswesen wirkt daher wie ein bunter Flickenteppich. In dieser Publikation wird in 43 Thesen eine allgemeine Beschlusslehre erarbeitet und die Dogmatik des Beschlusses als Rechtsgeschäft neu vermessen. Diese stellt sodann das Fundament für ein allgemein anwendbares, harmonisierendes Beschlusswesen in allen privatrechtlichen Kollektivorganen dar.

As a means of restructuring, the German Insolvency Code (Insolvenzord-nung, hereinafter InsO) contains the so-called insolvency plan proceeding. Since March 2012 the insolvency plan proceeding can be combined with the insolvency protection proceeding under debtors own administration (Schutzschirmverfahren, s. 270b InsO). The main purpose of this procedure is to allow companies to remain to a higher extent self-determined and to have more impact concerning the insolvency strategy that shall be applied. In a protective shield proceeding with a maximum length of three months during which the debtor is protected from foreclosure from creditors, the debtor and insolvency administrator develop an insolvency plan, describing the methods that shall be applied, and submit it to the insolvency court. The latter shall then docket a discussion and voting meeting with all parties involved. For approval of the plan, it must hold a majority of each group.After the German insolvency plan proceeding has experienced a reform in 2012 by the implementation of the Law for the Further Facilitation of the Restructuring of Enterprises (Gesetz zur weiteren Erleichterung der Sani-erung von Unternehmen - hereinafter ESUG), it has enjoyed great popularity, especially when it comes to rather complex insolvency cases. However, the reform also opened up the possibility to affect the corporate structure of the company (ss. 217 sentence 2, 225a InsO), and it has therefore raised the risks for the shareholders who haven't had majorities within the votings for the insolvency plan (compare esp. s. 238a (1) sentence 2 InsO - see below).Until few weeks ago, cases that illustrate the possibilities of the newly reformed insolvency plan proceedings and the grade of acceptance within the jurisdiction, have not existed. Neither have experiences of how to defend one's interest against those and - on the other hand - to push on the insolvency plan proceedings in spite of a strenuous opposition.First decisions in second and third instance have now been made so that it is easier to give recommendations about what (foreign) shareholders/creditors are able to do and what they should keep an eye on.

Brexit is about to change the restructuring landscape in Europe. UK Solvent Schemes of Arrangement will lose efficiency. In the EU, the recently adopted Directive on Preventive Restructuring Frameworks presents new tools for restructurings. This paper discusses two substantive aspects of the Directive: the stay of individual enforcement actions and equity holder rights. The former could turn out to be a mere paper tiger and the provision regarding the latter is difficult to understand and requires elaborate interpretation. The question whether judgments can be recognised and enforced in EU Member States will be the new determinative question for the efficiency of restructuring proceedings. This article, therefore, looks into the possibilities for recognition and enforcement based on the Brussels I Regulation and the European Insolvency Regulation. Whichever regulatory framework is used, recognition and enforcement are not expected to be problematic. Finally, this paper will discuss international jurisdiction of courts. The question which court can assert jurisdiction in framework proceedings is difficult to answer if Brussels I is to be used, because Brussels I is ill-equipped for proceedings like restructuring frameworks. Problems rise out of the provisions pertaining to defendants, concentration of claims, rights in rem, individual contracts of employment and prorogation. The European Insolvency Regulation, on the other hand, is more suitable to establish jurisdiction, but its use will give rise to unexpected consequences, inter alia the possibility of secondary preinsolvency restructuring proceedings.

This paper analyses the issue of dealing with the new virtual secondary insolvency proceedings according to Article 36 EIR (recast). Currently, it appears the most urgent question for insolvency practitioners (IP) is the preparation of such virtual proceedings. As the undertaking requires comprehensive preparation, also in order to avoid personal liability pursuant to Article 36(10) EIR, the article outlines first steps for preparation. If these first steps fail, the undertaking does not even reach the next step: the proposal and approval. Hence, on the one hand the IP must take the preparation seriously; on the other hand, the court should grant appropriate time for the preparation if requested by the IP pursuant to Article 38(3) EIR mutatis mutandis.

British and German law provide diametrically opposed answers to the question of the transferability and thus the marketability of copyright property assets. Under the current legal situation in Germany, the non-transferability doctrine of copyrights is maintained. The law thus continues to follow the monistic theory. However, in recent years, it has been observed in German legal literature that this doctrine has been eroded. In fact, there are examples showing that the copyright can be legally transferred. This development is interesting because German copyright goes one step further than the situation in the UK. Whereas moral rights cannot be transferred under British copyright law, and a waiver is possible at best, in Germany moral rights can factually be transferred under both the law of succession and employment law.

The Single Resolution Board is a powerful authority in the European Union - perhaps even one of the most powerful. The system for legal protection against decisions of the Single Resolution Board based on Article 85 of the Regulation (EU) No 806/2014 is highly complex. The competent Appeal Panel has rejected more than 80 per cent of all cases up to now and decided that the large majority of all appeals were not even admissible. Nevertheless, the legal literature on legal protection against decisions of the Single Resolution Board is minimal. As far as can be seen, no in-depth examination of the appeal procedure has been published yet. Case law of the Court of the European Union is not (yet) available. This study examines Article 85 of the Regulation (EU) No 806/2014 and presents an interpretation of the legal protection system that balances the interests of credit institutions as well as the interests of the European financial market and the European taxpayers in a powerful European resolution authority. The results are summarised in 10 theses at the end of this paper for further discussion.