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First Refusal Rights

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BTR lawyers obtain decision of the LG Dresden by the 04.11.2011, AZ.: 41 HK O 130/10 BTR lawyers obtain decision of the LG Dresden by the 04.11.2011, AZ.: 41 HK O 130/10: the LG Dresden finds that the thwarting of pre-emption rights may be a deliberate immoral injury. The case (shortened): The plaintiff, the defendant and the V1 to V9 were shareholders of a GmbH. The defendant is also Managing Director of GmbH. The Statute of GmbH was a right of first refusal of the remaining shareholders in the event of the sale of shares. In 2008, the V1 to V9 sold their shares in GmbH to the defendant. The disposals were unconditionally and in-kind under the suspensive condition that no other shareholder exercises his right of first refusal. After the plaintiffs of the business share assignment had experienced, they exercised the pre-emption rights due to them and urged the V1 to V9 to the transfer of the shares. The V1 to V9 took the assignment Shares in the plaintiff not before.

Then, the plaintiffs sued the V1 before the District Court of Dresden, to transfer their shares in the GmbH. The defendant followed this process. The Dresden State Court upheld the complaint. The respondent invited the V1 to V9 inform this judgment to a second notary. The defendant so that he serves only the reaffirmation, repeat or additional protection of the already existing assignment founded the need of this date to a large part of the V1 to V9. In the second notary, beurkundeten the transfer of their shares in the defendant the V1 to V9 each and confirmed the contents according to the contract in 2008. “In the document, it is said, referring to the purchase contracts in the year 2008, that with the current document () purely as a precautionary measure even made the assignment” will.


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