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SKW Schwarz advised Dutch SHIFT Invest IV Coöperatief U.A. and Luxembourg-based ECBF I SCSP as lead investors in a Series A financing round for German Foodforecast Technologies GmbH. 

Two other investors participated in the financing round, which totalled €8 million. 

Cologne-based Foodforecast Technologies develops and distributes AI-supported software solutions for optimising order and production quantities in the food sector. 

SHIFT Invest IV Coöperatief U.A. is a venture capital fund of SHIFT Invest, based in Amstelveen, Netherlands, which invests exclusively in innovative companies with a positive impact. 

ECBF I SCSP is part of the portfolio of the Luxembourg-based venture capital company ECBF, founded in 2020, which also invests exclusively in new technologies and sustainable business models.

Advisors to SHIFT Invest IV Coöperatief U.A. and ECBF I SCSP: 
SKW Schwarz, Munich: Tobias Rodehau (lead), Dr Alexander Karst (counsel; both corporate law/M&A), Alexander Möller (employment law, Frankfurt), Dr Matthias Orthwein (IT), Dr Oliver Stöckel (IP); Associates: Nick Niederberger (M&A), Tamara Ulm (Employment Law)

On 15 January 2026, the draft act to implement Directive (EU) 2024/1799 on promoting the repair of goods was published. The “right to repair” enshrined therein introduces significant new obligations for manufacturers, distributors, and other market stakeholders.

Below, we summarize the key elements of the draft for you.

Repairability as a Criterion of Usual Quality

In the future, the repairability of a product will be taken into account as a characteristic within the concept of “usual nature” pursuant to Section 434 of the German Civil Code (BGB). If a product is not repairable, although repairability is customary for goods of the same type and can be expected by the buyer, this constitutes a material defect.

As a result, consumers are entitled to the statutory warranty rights.

New Information Obligations in the Context of Subsequent Performance

Businesses will be required to expressly inform consumers, before curing material defects (Sec. 439 BGB),

• that they may choose between repair (Remedy) and supply of a thing free of defects, and
• that, in the event of repair, the limitation period for warranty claims will be extended by twelve months following completion of the repair.

This information obligation is mandatory and must be fulfilled in due time before the cure is carried out.

Replacement Supply Also Possible with Refurbished Goods

In the context of supply of a thing free of defects, a refurbished item may now also be supplied – however, only if the consumer has expressly requested this.

Extension of the Limitation Period in Case of Repair

If the cure is carried out by way of repair, the limitation period for warranty claims will be extended once by twelve months following completion of the repair. This will become a statutory consequence of repairs performed under warranty.

Independent Repair Obligation for Certain Product Groups

For certain product groups listed in Annex II of Directive (EU) 2024/1799, an independent repair obligation of the manufacturer will be introduced – even beyond the statutory warranty period. These currently include, among others:

• Household washing machines and washer-dryers
• Household dishwashers
• Refrigeration appliances
• Electronic displays
• Welding equipment
• Vacuum cleaners
• Servers and data storage products
• Mobile phones, cordless phones, and slate tablets
• Household tumble dryers
• Goods incorporating light means of transport batteries

If a consumer requests the repair of such a product after expiry of the warranty period, the manufacturer is obliged to carry out the repair within a reasonable period of time.

Obligation to Provide Spare Parts and Repair Information

Manufacturers must:

• offer spare parts and necessary tools at a reasonable price,
• provide information regarding the repair obligation, and
• publish freely accessible repair price lists on their website.

This entails increased transparency and organizational requirements.

Prohibition of Hindering Repairs with Third-Party Parts

Manufacturers may not prevent repairs carried out by independent repairers using spare parts from third-party manufacturers through hardware or software techniques.

European Repair Information Form

Repairers may voluntarily use a “European Repair Information Form” in the future. This form is intended to create transparency regarding the costs and conditions of repairs and to improve comparability.

Temporal Scope of Application

The implementing act must be adopted by 31 July 2026, when the European transposition period expires. The right to repair for the product groups listed in Annex II of Directive (EU) 2024/1799 is to apply from the entry into force of the law – including to products that were purchased before its entry into force.

The provisions regarding repairability as a material defect and the extension of the warranty period will apply only to products purchased on or after 31 July 2026.

Conclusion: Early Need for Action for Manufacturers and Distributors

The draft act introduces far-reaching changes to product design, warranty handling, spare parts management, compliance structures, and the organization of service processes. For this reason, the draft legislation is currently the subject of intense debate. Discussions concern, among other things, the indirect extension of repairability as a material defect into the B2B sector “through the back door” via the existing linkage between Section 377 of the German Commercial Code (HGB) and the concept of material defect under the BGB.

Further issues include the substantial logistics and storage costs associated with ensuring repairability, the ambiguity of the term “repairable,” questions regarding its suitability for low-priced products, as well as liability and evidentiary issues arising in connection with repairs.

Nevertheless, manufacturers of the affected product groups in particular should promptly review and, where necessary, adjust their existing processes, documentation, contractual frameworks, and technical restrictions in order to avoid major challenges in six months’ time.

We would be glad to assist you with the legal assessment of the new regulations and with identifying and implementing specific measures within your company. Please feel free to contact us at any time.

The Spring 2026 Report by the German Council of Real Estate Experts provides a nuanced assesment of the current market situation and does not signal an rapid recovery – but neither does it anticipate a continued market slump. Instead, it characterizes the market as being in a phase of consolidation following the disruptions of recent years. At approximately €23.21 billion, the transaction volume for commercial real estate in 2025 remained signifcantly below the 2019–2021 peak, reaching only about one-third of prior levels. At the same time, the hoped-for broad-based recovery has yet to materialize despite interest rate cuts.

The report explicitly refers to a consolidation phase in which structures and valuation standards are being readjusted. In the office segment in particular, it is clear that pricing between buyers and sellers remains difficult and that in many places balance sheet write-downs are necessary before transactions can be realized.

In addition, there has been a significant qualitative shift: sustainability and energy efficiency are no longer mere additional criteria, but key determinants of rentability, financing, and liquidity. Properties that do not meet ESG requirements or cannot be transformed are structurally losing their market appeal.

Overall, the spring report describes less of an economic dip than a phase of structural adjustment: valuation standards, investor behavior, and risk assessment are being realigned. The market is not returning to the environment of low interest rates, but is gradually establishing a “new normal” with lower transaction volumes, higher quality requirements, and increasing divergence between market segments – particularly between sustainably transformable core properties and structurally challenged portfolios.

Macroeconomic environment: Structural weaknesses overshadow economic momentum

The Spring Report 2026 explicitly places the development of the real estate markets in a macroeconomic environment that continues to be characterized by weakness and uncertainty. In the macroeconomic environment, Germany remains in a phase of stagnation. Despite monetary easing (interest rate cuts by the European Central Bank), there has been no noticeable upturn in investment activity. The report points out that structural uncertainties, weak economic development, and ongoing pricing difficulties continue to weigh on market activity.

At the same time, the report emphasizes that the reluctance to invest cannot be explained solely by interest rates or the economic situation. In connection with structural location factors, it cites in particular the high tax and social security burden, regulatory complexity, and political uncertainties, which make investment difficult and reduce predictability.

The current market situation is therefore less a temporary phase of weakness than an expression of fundamental location issues that cannot be resolved by interest rate cuts alone. A purely economic recovery will not be enough to stabilize the real estate market in the long term. Rather, structural reforms, reliable and investment-friendly framework conditions, and a noticeable reduction in regulatory complexity are crucial. Without greater planning and financing security, institutional investors are likely to be hesitant to return.

Investment market 2025/2026: Adjustment process in transaction activity

As shown above, the investment market for commercial real estate will remain subdued in 2025. There are no signs of a dynamic recovery as yet.

The focus is less on volume and more on the continuing difficulties in pricing. The report describes a persistent discrepancy between buyer and seller expectations, particularly in the office segment. While market-driven prices are once again being achieved in the “super-core” segment—i.e., for first-class, long-term leased, and energy-efficient properties in prime locations—there are considerable valuation differences outside this segment.

A major obstacle is the balance sheet valuations of many institutional owners from the low interest rate phase, which no longer correspond to the current market environment. According to the report, increased sales activity can only be expected once further devaluations have been made. Market liquidity is therefore directly dependent on the adjustment of valuation assumptions. The investment market is undergoing a calibration process in which return expectations, risk premiums, and exit assumptions are settling at new levels.

At the same time, the investor landscape is changing. Institutional investors continue to act selectively, while family offices and private capital are playing a stabilizing role in individual segments, particularly in large-volume office transactions. These investors often pursue value-enhancing strategies. Instead of holding long-term stable portfolios, they invest specifically in properties with development or transformation potential – for example, through modernization, ESG upgrades, or repositioning in the market. This shifts the focus from low-risk core investments to active value creation.

Large-volume, broadly diversified core portfolio purchases, which dominated the market during the low-interest phase, remain rare. Transaction activity is becoming more selective and is increasingly influenced by individual investment decisions.

Overall, the investment market is not in a classic recovery phase, but rather in a process of adjustment. Valuation standards, capital sources, and risk assessments are being rebalanced. A return to the volumes seen during the peak phase is not expected in the short term; rather, a market environment with selective capital allocation and a clear focus on quality is establishing itself.

Valuation standards in 2026: Sustainability as a liquidity factor

A key finding of the report concerns the changing role of sustainability and energy efficiency in the valuation process. ESG criteria no longer merely regulatory considerations, but are increasingly shaping the market dynamics. They directly influence the rentability, financial viability, and saleability of a property.

Properties that do not meet the increasing requirements for energy efficiency and climate neutrality are under double pressure: on the one hand, their rental prospects are deteriorating, and on the other hand, financing and capital requirements are increasing. The report makes it clear that these factors are directly reflected in valuation discounts (p. 91 ff.).

Sustainability is thus moving from being an “add-on” to an integral part of valuation. A property‘s liquidity increasingly depends on ist ability to be transformable and remain compliant with evolving regulatory standards. ESG readiness affects not only returns but also tradability and long-term investment attractiveness.

In this context, the report describes a new market equilibrium:

• Transaction volumes remain below the peak level.
• Quality requirements are increasing.
• Differentiation based on location, asset use, and ESG compliance is increasing.
• Active asset management is becoming more important for value preservation.

Selected market segments at a glance

a.    Residential real estate
The report describes ongoing tension in the residential segment. The housing market has been in a protracted adjustment phase since the sharp rise in construction and financing costs. Construction activity remains subdued because the significant decline in building permits in previous years is now becoming apparent in completions with a time lag. There are often several years between approval and actual completion, meaning that the weak approval activity in 2023 and 2024 will continue to limit the supply of housing in 2025 and 2026.

After significant price declines as a result of the interest rate turnaround – -8.4% in 2023 and -1.5% in 2024 – purchase prices have been showing a moderate recovery since 2025; by the third quarter of 2025, they were 3.3% above the same quarter of the previous year. The report attributes this development to, among other things, the continuing shortage of housing and high basic demand, which have prevented an abrupt market collapse as seen in classic bubble markets.

At the same time, the supply gap remains the central problem: high construction and financing costs, economic pressures on the construction industry, and regulatory conditions are slowing down new construction. For 2026, therefore, regional tensions are expected to continue to increase in some areas.

b.    Office real estate
In contrast, the office segment is undergoing a profound structural adjustment. The report points to changing work models and technological developments that are having a lasting impact on space requirements. Hybrid working models and digital transformation do not necessarily result in an outright decline in demand, but they are fundamentally reshaping requirements in terms of location, quality, flexibility, and technical amenities of office space.

At the same time, there is a differentiated vacancy trend. While high-quality, well-connected, and future-proof properties remain comparatively attractive, pressure is increasing on properties with functional or energy deficits. The risk of structural vacancies is increasing, particularly in secondary locations.

The report therefore emphasizes the growing importance of active portfolio management. Maintaining value in the office segment is increasingly linked to modernization, conversion measures, or conceptual realignment of space. The segment is thus less affected by short-term economic fluctuations than by a long-term structural transformation in demand for space.

In contrast to the residential segment, which is primarily characterized by a shortage of supply, the office segment is dominated by qualitative adjustments, transformability, and third-party use options.

c.    Hotel real estate
In the hotel real estate segment, demand has largely normalized following the severe contraction during the pandemic years. Overnight stays are returning to pre-crisis levels, although the trend varies: leisure and city tourism are recovering more strongly, while business travel remains structurally below pre-crisis levels.

At the same time, operators continue to be under economic pressure, particularly from rising personnel and energy costs. Investors are therefore focusing more closely on operator creditworthiness, contract structure, and location quality. Market stability in the hotel sector is closely lionked to operator resilience and the strength of the underlying demand base.

Overall, the segment is less affected by a structural slump in demand than by economic sensitivity to cost developments and cyclical fluctuations. The development of hotel real estate therefore remains closely linked to the economic performance of operators.

d.    Retail real estate
The retail market remains characterized by structural changes. The report describes continued polarization within the segment. Local supply-oriented locations and retail parks with food-oriented anchor tenants are proving to be comparatively robust. In contrast, inner-city locations and classic department store concepts continue to be under pressure to adapt.

The structural influence of online retail continues to have an impact, even though brick-and-mortar concepts are increasingly adapting. Mixed uses, space reductions, and conversions are gaining in importance. In many city center locations, the integration of residential, restaurant, and service uses is becoming more prominent.

The report thus emphasizes the growing importance of active portfolio development in the retail segment as well. The value of individual properties increasingly depends on their adaptability to changing consumption and usage patterns.

Strategic outlook: 2026 as a year of setting the course

The 2026 Spring Report does not describe a year of rapid recovery, but rather a phase of strategic decisions. Market participants are faced with the task of

• recognizing valuation realities,
• actively addressing transformation needs (especially with regard to ESG and utilization concepts),
• integrating regulatory requirements at an early stage,
• and focusing investments more strongly on quality and the future.

The key question is no longer when the low interest rate environment will return. Rather, it is how investors, project developers, and portfolio holders will adapt their portfolios to changed valuation and financing conditions.

The real estate industry is thus facing less of a cyclical recovery and more of a structural realignment. Transparency, transformability, and strategic planning are becoming decisive success factors in a market that has become permanently more demanding.

In a market defined by valuation adjustments, ESG requirements and segment-specific transformation dynamics, legal precision and strategic judgment are critical. We advise investors, project developers, portfolio holders, and institutional market participants throughout the entire real estate life cycle – from structuring and implementing complex transactions to ESG and transformation issues to actively supporting repositioning and conversion processes. Through close cooperation with our other practice groups, we provide integrated legal advice and assist our clients in not only managing structural changes, but also leveraging them strategically.

SKW Schwarz is once again among the most prominent law firms in the field of digital business models, media, technology, and IP in the current Legal 500 Germany ranking. The results reaffirm the firm's clear market position in innovation-driven mandates and complex regulatory issues.

Particularly noteworthy are the consistently strong rankings in IT/digitalization, data law, trademark law, competition law, and in the areas of media & entertainment, gaming, and digital content. This once again confirms the firm's long-standing advisory expertise at the interface of technology, content, and business practice.

The current editorials particularly highlight the firm's advisory expertise in areas such as AI, cloud, platform economy, streaming, and digital business models. Clients regularly praise the practical, entrepreneurial advice and close cooperation with the SKW Schwarz teams.

In addition to its strong rankings in the digital and media environment, the firm is also represented in other areas of law, including press and publishing law, trade and distribution, commercial litigation, private clients, and industry focus on health and insurance disputes.

The Legal 500 ranking is one of the internationally recognized market overviews for commercial law firms and is based on extensive research, client feedback, and analysis of current mandates.

SKW Schwarz has advised the shareholders of Streetbuzz Distribution GmbH, a leading multi-brand e-commerce platform for two-wheeler accessories, on the sale of the Streetbuzz Distribution group to Moto Mobility Group (MMG), a portfolio company of private equity firm Bencis Capital Partners.

Based in the Saarbrücken region, Streetbuzz Distribution GmbH covers the entire two-wheeler accessories market with a team of around 100 employees. With well-known brands such as Scooter Attack, Maxiscoot and Stage6, the company is one of the leading players in the scooter and moped segments.

Through the acquisition of Streetbuzz Distribution, the MMG Group further strengthens its position in the two-wheeler aftermarket. MMG brings together leading companies in two-wheeler mobility, including industry leaders such as Scooter Center, Racing Planet, PePe Parts and now also Streetbuzz Distribution, pursuing a buy-and-build strategy.

Advisors to the shareholders of Streetbuzz Distribution GmbH
SKW Schwarz, Munich: Dr. Martin Böttger (Partner, Corporate / M&A, lead partner), Christine Wärl (Senior Associate, Corporate / M&A), Linda Wüllner (Senior Associate, Corporate / M&A), Dr. Daniel Meßmer (Partner, IT), Dr. Stefan Peintinger (Partner, Data Protection), Helena Kasper (Senior Associate, Data Protection), Margret Knitter (Partner, Trademarks / IP), Tamara Ulm (Senior Associate, Employment Law)

For the fourteenth time, the renowned magazine World Trademark Review has published the WTR 1000 Germany ranking this week. Once again, SKW Schwarz was recognized for its excellent performance in the field of IP with the coveted Silver Ranking.

The WTR editorial team comments on this recognition as follows:

“SKW Schwarz’s IP team is recognised for its sharp litigation instincts and cross-disciplinary strength. Whether navigating high-stakes copyright cases or intricate trademark disputes, the firm delivers agile, effective solutions that win client loyalty.“

Especially recommended are Dorothee Altenburg (Bronze), Magnus Hirsch (Bronze), Daniel Kendziur (Bronze), Margret Knitter (Gold), Rembert Niebel (Silver) and Sandra Sophia Redeker (Silver).

The WTR writes:

„A trusted adviser to major brands, Magnus Hirsch recently led a trademark infringement action for The North Face against ‘The Dog Face’, and continues to steer anti-counterfeiting efforts, customs enforcement, and police-led seizures — ensuring robust brand protection across every touchpoint. He also oversees the international brand portfolio of Webasto, managing around 1,000 marks with tactical acuity and future-focused advice. BVB Merchandising, the official merchandising arm of Borussia Dortmund, continues to rely on the firm for strategic IP guidance.“

„Sandra Sophia Redeker serves as lead counsel on the brand’s trademark and copyright matters. She earns widespread recognition this year for her “deep expertise in German and EU trademark and copyright law. She is practical, business-oriented, and capable of handling complicated mat-ters. Sandra consistently produces high-quality work and can be relied on to deliver clear, concise, and actionable advice that gets straight to the point”“. 

Dorothee Altenburg, Daniel Kendziur and Margret Knitter have also enjoyed busy years. 

„For Baller League, Altenburg advises on clearance, registration, and opposition proceedings. She also handles licensing matters with a deft touch, ensuring the brand’s commercial interests are fully safeguarded.“ 

„Kendziur is a trusted adviser to the Forest Stewardship Council, offering strategic insight on adapting its global certification system in line with EU sustainability regulations. His deep understanding of certification marks and regulatory frameworks makes him a standout in complex, po-licy-driven IP matters.“ 

„Knitter advises a diverse client base across industries on launching new trademarks, building strong portfolios, and enforcing rights with precision. Her skill in defending against infringing pro-ducts and navigating unfair competition matters makes her a valued partner in safeguarding brand reputation.“ 

„Bringing more than 25 years of experience to the team, Rembert Niebel is a seasoned and ver-satile practitioner. He expertly builds and strengthens trademark portfolios, positioning clients for commercial success. His meticulous approach to drafting licensing agreements ensures that IP rights are clearly represented and brand assets are thoroughly protected.“

The WTR 1000 remains the only publication to exclusively recommend experts and law firms in the trade mark sector and lists the leading players in over 80 key jurisdictions worldwide. Individuals and law firms are only included in the WTR 1000 if they receive sufficient positive feedback from market sources. The comprehensive selection and vetting process involved hundreds of in-person and telephone interviews with trademark professionals around the world and serves as a one-stop shop for those seeking trademark services.

SKW Schwarz has advised Qiado GmbH, a transformation consultancy based in Bernau am Chiemsee, on its acquisition by EY GmbH & Co. KG Wirtschaftsprüfungsgesellschaft.

EY has acquired Qiado by way of an asset deal as part of the expansion of its Financial Accounting Advisory Services (FAAS) offering. With effect from 1 January 2026, Qiado will be fully integrated into EY GmbH & Co. KG WPG, and the Qiado brand will be discontinued.

In Germany, EY’s FAAS practice comprises 355 professionals and 28 partners. Through the acquisition of Qiado, the team will be expanded by approximately 40 professionals specializing in contract lease management, financial process optimization and SAP transformation services.

Advisors to Qiado GmbH
SKW Schwarz, Munich: Marion Anzinger (lead partner), Tobias Rodehau (both Corporate / M&A), Nicole Wolf-Thomann (Tax), Alexander Möller (Employment Law, Frankfurt); Associates: Vincent Walch (Tax), Raluca-Ramona Calin (Corporate Paralegal)

Succession planning is one of the greatest challenges for an entrepreneur. While day-to-day business operations often take center stage, arranging one’s estate is frequently neglected. Yet, a missing or inadequate succession plan can pose existential risks to both the business and the family. The entrepreneur’s will is therefore the central instrument to ensure that business succession in the event of the entrepreneur’s death is legally secure and tax-optimized.

Currently, in Germany more than 70 percent have not drawn up a will, and only about one in 100 entrepreneurs has arranged for succession within their business. These are alarming figures, especially since even existing arrangements may not be legally secure, conflict-avoiding, or sensible. For a business and its employees, however, this can have catastrophic consequences, as very few companies can withstand a years-long inheritance dispute among the heirs of the patriarch. Business insolvency is often the result. An entrepreneur’s will must therefore secure the future of the company after the owner’s death, fulfilling the entrepreneur’s responsibility toward the business, employees, and family.

Importance and Objectives of an Entrepreneur’s Will

The entrepreneur’s will differs fundamentally from a conventional personal will. While the latter primarily aims at the fair distribution of private assets, the entrepreneur’s will focuses on securing and continuing the business. 

Furthermore, under German inheritance law, if an entrepreneur dies without a testamentary arrangement, their assets – including the business – pass to the statutory heirs according to Sec. 1924 of the German Civil Code (Bürgerliches Gesetzbuch - BGB). This can lead to undesired outcomes, particularly if multiple heirs are involved, as conflicts often arise over who should manage the business. An unfavorable division of assets can also trigger high inheritance taxes that may jeopardize the company’s liquidity.

The primary goals must therefore be to maintain the company’s operational capacity, prevent disputes among heirs, and minimize tax burdens. An entrepreneur’s will should always address the following aspects:

• Ensuring the continuity of the business,
• Preventing fragmentation of corporate assets,
• Complying with corporate governance provisions (e.g., succession clauses),
• Tax optimization (inheritance and gift tax), and
• Providing for the family and securing compulsory portion claims.

Typical Mistakes and Risks

In practice, the following errors frequently endanger business succession:

• Lack of alignment between the will and the company’s articles of association,
• Unclear or contradictory provisions in the will,
• Failure to consider compulsory portion claims,
• Absence of testamentary execution, and
• Inadequate tax planning.

These mistakes can lead to protracted inheritance disputes, company dissolution, or substantial tax burdens.

Key Contents of an Entrepreneur’s Will

An entrepreneur’s will should be tailored to the specific needs of the entrepreneur, the business, and the family circumstances. However, there are some fundamental elements that should not be missing in any entrepreneur’s will:

a) Regulation of Business Succession
A clear succession plan is a key element. The entrepreneur must decide who he wants to take over the business after their death. This can be a family member, a long-standing employee, or an external successor. It is crucial that the successor possesses the necessary qualifications and willingness to assume responsibility. It is advisable to involve the potential successor in company management early to assess their suitability and ensure a smooth transition.

b) Testamentary Provisions and Division of Inheritance
The will should include clear instructions for asset distribution, covering not only the business but also other assets. A clear allocation can prevent disputes among heirs—for example, it could make sense to transfer the business to one heir while providing financial compensation to others.

Another aspect that should be observed is the regular review and updating of the entrepreneur’s will. Changes in personal or business circumstances, as well as new legal regulations, may require adjustments. An outdated will can cause problems in critical situations and jeopardize succession planning.

Corporate Law Considerations

Corporate law provisions are also highly relevant when drafting an entrepreneur’s will. There are different business rules for the inheritance of company shares in the different types of companies. Entrepreneurs should ensure that the will aligns with the articles of association to avoid legal conflicts and invalid succession arrangements.

a) GmbH (Limited Liability Company)
The inheritance of GmbH shares is generally possible. However, succession clauses, approval requirements, or buyout rules in the articles of association may restrict or regulate the transfer of shares upon death. Therefore, it is essential to coordinate the will with the articles of association.

b) Partnerships
For partnerships such as limited partnerships (KG) or general partnerships (oHG), legal succession can be problematic. Without provisions in the partnership agreement, a partner’s share passes to the remaining partners upon death. Continuation or entry clauses in the agreement are essential if inheritance succession is desired.

c) Stock Corporations
Shares are generally inheritable. However, the articles of association may include restrictions (so-called Vinkulierung) limiting transfers to specific persons.

Structuring the Entrepreneur’s Will

The will should be tailored to family and business circumstances, with particular attention to:

a) Appointment of heirs and legacies
It should be clearly defined who inherits the business assets. Appointing a sole heir for the business shares is often recommended to avoid fragmentation. Other family members may receive legacies or compensation payments.

b) Testamentary Execution
Appointing a testamentary executor is particularly important. An executor can secure business continuity, oversee the succession plan’s implementation, and manage compulsory portion claims.

c) Compulsory Portion Claims
Heirs entitled to compulsory portions can create substantial liquidity burdens for the company. Forward-looking planning, such as waiver agreements or settlement provisions, is therefore recommended.

Tax Considerations

Considering the tax implications is another critical aspect, as inheritance taxes can significantly complicate business succession. The provisions of the German Inheritance Tax Act (Erbsteuergesetz - ErbStG) are especially relevant. For example, certain business assets may benefit from tax relief (exemption rules under Sec. 13a, 13b ErbStG) if the business continues and wage sum and retention requirements are met. Timely and careful planning is essential to maximize these benefits, including:

• Identifying eligible assets,
• Structuring succession to meet wage sum requirements, and
• Avoiding detrimental arrangements (e.g., transferring non-eligible administrative assets).

Planning for Incapacity

In addition to succession planning for the event of death, the entrepreneur should also provide for cases where they are unable to manage the business due to illness or accident. This can be achieved through a power of attorney or care directive. A comprehensive power of attorney and a specialized entrepreneur’s authorization ensure that the business can continue even if the owner is temporarily incapacitated.

Conclusion and Recommendations

The entrepreneur’s will is a central instrument for succession planning. It requires careful, individualized design, taking into account corporate, inheritance, and tax law frameworks. Entrepreneurs should regularly review their will to ensure it reflects current circumstances and adjust it if necessary. The following checklist can help:

• Clear appointment of heirs for business shares,
• Regulation of compulsory portion claims,
• Appointment of a testamentary executor,
• Power of attorney and entrepreneur authorization,
• Tax optimization (inheritance tax), and
• Regular review and adjustment.

The entrepreneur’s will is an indispensable tool for any entrepreneur wishing to secure the future of their company and the financial protection of their family and employees. It enables clear succession arrangements, minimizes disputes among heirs, and helps reduce tax burdens. At the same time, it allows the entrepreneur to place their life’s work in the right hands and ensure it continues according to their intentions. Given the far-reaching consequences of a missing or inadequate will, it is essential to address this topic early and seek professional advice. Drafting an entrepreneur’s will is a complex task requiring careful planning and legal expertise. Only then can the company remain successful in difficult times, securing the livelihood of many.

Dr. Thomas Hausbeck, LL.M., is available to assist with any questions regarding an entrepreneur’s will.

With the entry into force of the Accessibility Reinforcement Act (Barrierefreiheitsstärkungsgesetz, BFSG) on June 28, 2025, Germany implemented the requirements of EU Directive 2019/882 (European Accessibility Act, “EAA”).

The automotive industry is also affected by these new legal requirements—especially when vehicles are equipped with digital interfaces, infotainment systems, or online services.

Which vehicle functions are affected?

The BFSG primarily affects the following areas of modern vehicles and their sales:

• Manufacturer websites and online shops: If vehicles or vehicle-related services are sold directly through a website, the website must be designed to be accessible.
• Mobile apps: Many manufacturers offer apps that allow users to purchase services, configure, or control vehicles. These apps may also fall under the scope of the BFSG.
• Infotainment systems and integrated software: Especially if the infotainment system allows access to audiovisual content from third-party providers (e.g., YouTube, Spotify) or other e-commerce services, accessibility requirements also apply. In these cases, the specific requirements of the Interstate Media Treaty (MStV) for services providing access to audiovisual media services must also be observed.

The relevant standard—like for other websites covered by the BFSG—is WCAG 2.2 (AA). In addition, an accessibility statement must be published on the website.

Does the BFSG also apply to vehicle hardware?

The law generally also covers devices with interactive functionality used for telecommunication purposes or access to audiovisual media services.

According to the currently prevailing legal opinion, there are strong arguments that integrated tablets or touchscreens in vehicles do not primarily serve these purposes and therefore are not directly subject to the additional BFSG requirements.

However, a certain residual risk remains, as the legal situation has not yet been definitively clarified.

What should automakers and suppliers do now?

• Check whether your digital offerings (websites, apps, infotainment systems) fall under the BFSG requirements.
• Consistently implement the technical standards (for example WCAG 2.2 AA).
• Create and publish the required accessibility statements.
• Monitor further legal developments, particularly regarding the classification of vehicle hardware.

Conclusion

The new accessibility requirements present the automotive industry with new challenges but also offer opportunities for innovative, user-friendly products and access to a larger customer base. Early and careful implementation of the legal requirements is essential to avoid legal risks and strengthen customer trust. In the worst-case scenario, violations could even result in product recalls.

We are happy to support you in legally compliant implementation of accessibility requirements in the automotive sector. Contact us!

SKW Schwarz has advised the Danish media group Forlagshuset Lindhardt og Ringhof A/S on the acquisition of Gmeiner-Verlag GmbH, based in Meßkirch, Germany.

As part of the transaction, Gmeiner-Verlag will be integrated into Lindhardt og Ringhof’s publishing brand Saga Egmont and will become part of the Egmont Media Group with effect from 1 January 2026.

Under its new ownership, Gmeiner-Verlag will continue its publishing activities without change.

Founded in 1986, Gmeiner-Verlag has established a strong reputation particularly in crime fiction, regional literature and non-fiction. Going forward, the non-fiction segment will be continued as an independent publishing imprint under the name GMEINER studio.

Saga Egmont, founded in 2015 and headquartered in Copenhagen, is an international publishing house producing audiobooks, e-books and printed books in more than eleven languages. Saga Egmont is part of the Egmont Media Group, Scandinavia’s largest media group, with annual revenues of approximately EUR 2.3 billion.

Advisors to Lindhardt og Ringhof A/S
SKW Schwarz: Dr. Stephan Morsch (lead partner), Dr. Angela Poschenrieder (both Corporate / M&A), Dr. Dorothee Altenburg, Dr. Konstantin Wegner, Maximilian König (Counsel; all IP), Alexander Möller (Employment Law), Dr. Klaus Jankowski (Public Law); Associate: Christine Wärl (Corporate / M&A)

Major sporting events such as the Winter Olympics in Milan-Cortina or the 2026 FIFA World Cup attract enormous public attention. They offer an attractive environment for marketing campaigns, but also significant legal pitfalls. Even though sporting events themselves do not belong to anyone, many associated rights are protected.
For brands, it is therefore crucial to understand the boundary between permissible reference and impermissible imitation when advertising.

Are companies allowed to use major sporting events in advertising?

The legality primarily depends on trademark and competition law. The key question is whether protected marks are used or whether the advertisement gives the impression to the public of an official connection to the organizer.

In particular, the following are prohibited:

• The trademark-like use of protected event names, logos, emblems, or slogans without the rights holder’s consent;
• Designs referring to the major event that could be understood as indicating origin or quality;
• Statements suggesting a sponsor or partner relationship.

By contrast, purely descriptive references—such as to the timing or thematic context of a campaign—are permissible, provided that the advertising is not understood as indicating a licensing or sponsorship relationship.

When does advertising become impermissible “ambush marketing”?

“Ambush marketing” describes advertising that connects to a major event without contractual authorization in order to benefit from its media presence, image, or public interest. Advertising without official sponsor status is not automatically illegal. The German Federal Court of Justice (BGH) has clarified that organizers do not have a monopoly on the general attention and enthusiasm for a tournament (BGH, judgment of 12.11.2009 – I ZR 183/07 – “WM Marken/Ferrero”).

Nevertheless, caution is advised. Ambush marketing becomes legally problematic especially when:

• Protected marks are used in a trademark-like manner;
• The impression is created that the company is an official partner or sponsor;
• The image of the sporting event is deliberately and unfairly exploited for the company’s own purposes.

Assessment is always based on the overall impression of the advertisement from the perspective of the average consumer. Individual elements that are permissible on their own can become problematic in combination.

What applies to advertising on social media and digital formats?

Advertising around major sporting events often takes place on digital channels. In addition to trademark and competition law, advertising rules under the Interstate Media Treaty (MStV) must also be observed. These rules are not limited to traditional broadcasting but also cover digital and online media, such as livestreams, highlight clips, or social media communications with a sports reference.

A central requirement here is the principle of separation. Advertising must be clearly identifiable as such and separated from editorial content.

Particularly problematic are:

• Insufficiently labeled social media posts;
• Advertising content in the context of livestreams or highlight clips.

Violations of these rules can not only be challenged as illegal surreptitious advertising under media law but also typically constitute misleading advertising under Section 5a(4) UWG.

The provisions on broadcasting major events and brief reporting (§§ 13, 14 MStV) limit the media exclusivity of rights holders but do not confer any further rights for advertisers.

What should be considered for prize draws and competitions in connection with sporting events?

Prize draws and competitions are a popular marketing tool around major sporting events but carry legal risks, as they often have a strong promotional character and can suggest a special connection to the event.

Particular caution is required with:

• The giveaway of tickets or VIP experiences;
• Travel prizes to event locations;
• The use of protected event marks in promotion.

Strict transparency requirements also apply. Terms and conditions must be clear, understandable, and easily accessible.

Do different rules apply for the Olympics and football tournaments?

Yes. The legal leeway differs significantly.

Olympic Games: particularly restrictive protection
In Germany, the Olympic Games are subject to a specific and particularly strict protection regime under the Act on the Protection of the Olympic Emblem and Olympic Designations (OlympSchG). According to §§ 1 and 3 OlympSchG, the use of the terms “Olympics,” “Olympiad,” or “Olympic” as well as the Olympic rings in commercial contexts is prohibited if it is likely to cause confusion with the Olympic Games or the authorized organizations or to exploit their reputation unfairly.

Protection therefore applies even below the threshold of trademark-like use and also covers advertising that could still be classified as descriptive or allusive under general trademark law.

Specifically prohibited are product- or quality-related uses of Olympic terms that convey a sense of special quality, endorsement, or proximity to the Olympic movement. In the “Olympia Pflegeset” decision, the BGH classified such use as unfairly exploiting reputation, as the public would expect special quality or a connection to the Olympic organization (BGH, judgment of 15.05.2014 – I ZR 131/13).

On the other hand, the BGH clarified that not every use of Olympic terms is per se prohibited. In the decisions “Olympia Rabatt” and “Olympiareif,” a rather liberal approach was applied to purely metaphorical or colloquial expressions, provided they are clearly not referring to the Olympic Games as an event but merely as figurative exaggeration (BGH, judgment of 15.05.2014 – I ZR 131/13; BGH, judgment of 07.03.2019 – I ZR 225/17). Thus, only loose linguistic allusions without product reference or any impression of organizational or commercial connection are permissible. Any specific or quality-suggesting use, however, carries significant legal risks.

FIFA and UEFA tournaments: larger but limited leeway
For football World and European Championships, no comparable special law exists. Descriptive terms such as “Football World Cup” or “World Championship” are generally permissible (see BGH, decision of 27.04.2006 – I ZB 96/05 (“Football WM 2006”); BGH, judgment of 12.11.2009 – I ZR 183/07 (“WM Marken/Ferrero”)).

However, even here, advertising designs must not create the impression of an official partnership or special proximity to FIFA or UEFA.

What consequences can result from infringements?

Infringing advertising can have significant economic consequences. Potential repercussions include:

• Claims for cease-and-desist and removal;
• Claims for disclosure and damages, often calculated based on hypothetical licensing fees;
• Reimbursement of warning costs;
• Regulatory measures including fines for media law violations.

What should companies keep in mind when planning campaigns?

The attention surrounding major sporting events can be leveraged—but only within clear legal boundaries.

In practice, companies should especially ensure that:

• References to sporting events remain purely descriptive;
• Protected marks and official designations are avoided;
• No direct or indirect sponsorship suggestions arise;
• Prize draws and competitions with event reference are legally reviewed in advance.

Early legal review enables companies to maximize permissible leeway and avoid legal disputes.

US customs policy threatens to escalate. The EU is fighting back: there is talk of countermeasures under Regulation (EU) 2023/2675 of the European Parliament and of the Council (known as the “Anti Coercion Instrument” or “ACI Regulation”). The regulation to combat economic coercion, which has been described in the media in martial and tabloid terms as a “trade bazooka,” is considered the European Union's sharpest sword against economic coercion to date. It has not yet been applied.

European Union instruments against aggressive trade policy

The common trade and customs policy is one of the core areas of the European Union. Since the Treaty of Lisbon, it has been subject to regulation in accordance with Article 207(2) TFEU. Accordingly, every EU trade and customs policy measure requires a legal basis that must be enshrined in EU secondary law. Mild trade defense measures include the anti-dumping measures of Regulation (EU) 2016/1036 (“Anti-Dumping Basic Regulation”) and the anti-subsidy measures of Regulation (EU) 2016/1037 (“Anti-Subsidy Basic Regulation”). Both enable member states to protect themselves against price dumping and imports into the European Union subsidized by third countries through anti-dumping and countervailing duties.

In contrast, Regulation (EU) 654/2014 (“Trade Retaliation Regulation”) and Regulation (EU) 2023/2675 offer much tougher countermeasures, particularly against aggressive trade and customs policies. The EU Commission responded to the tariffs imposed by the US government on imports from the European Union last year with measures under the Trade Retaliation Regulation and corresponding amendments to the respective implementing regulations DVO (EU) 2018/886 and DVO (EU) 2020/502. Additional ad valorem duties were imposed as part of the rebalancing. The measures were temporarily suspended to allow for negotiations. However, the resulting customs pact has not yet been ratified. It is questionable whether the vote announced for next week in the EU Parliament will take place. The EU Commission's most effective means of exerting pressure in trade policy matters, the ACI Regulation, has been discussed several times but has not yet been used. As a result of the now threatened additional punitive tariffs by the US to enforce its Greenland policy, the application of the ACI Regulation has recently been discussed again with increasing frequency. There were already moves in this direction last year. So far, the German federal government, among others, has spoken out against it. The following is an overview of the mechanism of action and selected instruments. The focus is on industrial property rights and public procurement law.

Mechanism of action

The ACI Regulation provides the EU Commission with a whole range of effective instruments to respond to economic coercion by third countries. The mere existence of the Regulation acts as a deterrent. The threat of these “instruments of deterrence” prevents many third countries from pursuing an aggressive customs policy in view of the European Union's continuing market power.

If a third country applies economic coercion, the Commission may, on its own initiative or upon a duly substantiated request, order an investigation of the measures lasting up to four months, Art. 4 (1), (2) ACI Regulation. In principle, anyone is entitled to submit a request. The Commission also examines every request, regardless of how substantiated it is. However, it is likely that only requests from the governments of the member states will have a chance of success.

If economic coercion within the meaning of Article 2(1) of the ACI Regulation is involved, the EU Commission proposes an implementing act to the Council in which the existence of economic coercion is established. A period of up to six months is then set in motion, during which the EU Commission enters into dialogue with the third country. If this does not result in a solution – such as a trade agreement – and the economic compulsion continues, the EU Commission has a mandate under Article 8(1) of the ACI Regulation to prepare countermeasures. The third country is given a reasonable period of time, Article 8(1)(a) ACI Regulation. The countermeasures are then adopted as an implementing act (DVO). When choosing the response measure, the EU Commission is bound by the principle of proportionality. The entire procedure should take a maximum of ten months from the receipt of the request to the adoption of the response measures – but in individual cases, depending on the urgency, it may be considerably shorter. The response measures are lifted when the economic pressure ends, Art. 8(9) ACI Regulation.

Reaction measures: Industrial property rights

Annex I of the ACI Regulation provides a catalog of reaction measures. These include counter-tariffs and import, export, and transit restrictions. There are also a number of effective non-tariff instruments, including in particular points 4 and 7 of Annex I. Point 7 gives the EU Commission the option of adopting an implementing act 

“restrictions on the protection of intellectual property rights or their commercial use in relation to right holders who are nationals of the third country concerned, which may amount to a failure to comply with applicable international obligations relating to trade-related aspects of intellectual property rights.”

Behind this cumbersome wording lies nothing more than restrictions on the patent, trademark, design, or even copyright protection of products from the third country concerned. This results in a number of restrictions for the EU Commission. This cumbersome wording simply refers to restrictions on the protection of products from the third country in question under patent, trademark, design, or even copyright law. This opens up a wide range of possibilities for the EU Commission: for example, patent protection or at least its enforcement could be temporarily suspended, patent protection periods could be shortened, licensing could be made more difficult, or sales could be prohibited. To this end, the ACI Regulation allows for temporary exceptions to the provisions of international agreements, in particular the TRIPS Agreement. The minimum standards laid down therein may be undercut, at least temporarily. The interruption or restriction of patent protection in particular can have existential consequences for a number of industries, such as the technology and healthcare industries.

The nationality of the rights holders concerned is determined in accordance with Annex II, point 4, pursuant to Article 1(3) of TRIPS and Note 1 thereto. A “national” in this sense is any “natural or legal person having a domicile or a real and effective industrial or commercial establishment in that customs territory.”

This gives rise to certain problems with the enforcement of restrictions on industrial property rights under the ACI Regulation. Economically relevant companies from third countries – in the current customs dispute, in particular US tech companies – as “global players” usually have actual commercial establishments in the territory of the European Union and are therefore considered domestic entities within the meaning of the ACI Regulation – at least insofar as they act as intellectual property rights holders. In this respect, there is a fear that a corresponding countermeasure would not always have the desired painful effect: corporations such as Apple, Meta, and the US pharmaceutical industry have large and operational branches in member states of the European Union. Insofar as these are intellectual property rights holders, this could significantly undermine the effect of measures under Point 7.

Reactionary measures: Restrictions under public procurement law

Sanctions in public procurement procedures are also gaining importance in EU trade policy. For example, the Commission regularly makes use of its “EU International Procurement Instrument” in Regulation (EU) 2022/1031 (IPI Regulation for short). If the Commission finds that a third country is creating barriers to access for EU member states on the international market for public procurement, it can respond with countermeasures. In June 2025, for example, the EU Commission issued Regulation (EU) 2025/1197, which restricted access by Chinese manufacturers of medical devices to European above-threshold procurement procedures – the Commission even imposed a total exclusion of Chinese bidders. However, it was unclear how to deal with branches and subsidiaries of these bidders within the European Union.

The ACI Regulation provides considerably clearer rules on this issue. According to Annex I, point 4, 

the following measures may be adopted, which, where necessary, may be equivalent to non-compliance with applicable international obligations regarding the right to participate in public procurement procedures:

(a) the exclusion of goods, services, suppliers of goods, or providers of services from the third country concerned from public procurement, or the exclusion of tenders from public procurement where more than 50% of the total value of the goods or services originates in that third country, unless exceptional circumstances of the case require a lower percentage and the remaining percentage of goods or services is not covered by the Union's obligations under the WTO Agreement on Government Procurement or under any other agreement on government procurement concluded between the Union and a third country other than the third country concerned, or 

(b) the imposition of a valuation adjustment on tenders for goods or services from the third country concerned or on tenders from suppliers of goods or services from the third country concerned.

In summary, the ACI Regulation therefore allows bidders from the third country concerned to be excluded from public procurement procedures (within the scope of EU procurement law). This applies in principle if either the bidder concerned or the total value of the procurement originates more than 50 percent from the third country in question.

The nationality of service providers is determined by Annex II, point 2(b). According to this, a legal entity is considered a service provider of a third country if a person affected by the instruments of the ACI Regulation owns or controls the respective service provider. With regard to goods, origin is determined in accordance with Regulation (EU) No. 952/2013 (“Union Customs Code Regulation”), in particular Article 60 of the Union Customs Code Regulation. According to this, the origin of a good is the country in which it was wholly obtained or manufactured. If it was produced in more than one country, the country of origin is the country in which the goods underwent their last substantial, economically justified processing or working, i.e., the last significant stage of manufacture.

This provides a powerful tool for IT procurement procedures in particular: regardless of whether the product in question is classified as a good or a service, the decisive factor will usually be either the ownership of the US parent company or the essential final processing in the US.

The second procurement law instrument of the ACI Regulation, the adjustment of bids from affected third countries, should also be mentioned. Here, too, the rules on the origin of goods and services apply. The ACI Regulation stipulates that public contracting authorities may be required by implementing regulation to reduce the scores of corresponding bidders in procurement procedures by a certain percentage. If—which is generally not recommended for contracting authorities—price is the only evaluation criterion, such an adjustment leads to a relative increase in the bid price for the evaluation, but not for the performance of the contract in the event of the award.

Conclusion: MEGA versus MAGA?

In addition to reciprocal tariffs, the ACI Regulation provides the EU Commission with a range of powerful non-tariff instruments, not least in the field of industrial property rights and public procurement law. However, as Sir Isaac Newton already stated in his third law, the principle of interaction: To every action, there is always opposed an equal reaction. If the ACI Regulation is used (“Make Europe Great Again”?), further countermeasures are therefore to be expected. In this respect, caution but also moderate strength is called for.

Starting on June 19, 2026, retailers will be legally required to provide a cancellation button for all contracts concluded via the Internet. This means online shops will have to provide their customers with the technical means to cancel a contract with just a few clicks. Section 356a, a new law within the German Civil Code (BGB), introduces the electronic contract cancellation function. It follows EU Directive 2023/2673 and is a core component of the draft law ‘Amending consumer contract and insurance contract law and amending treatment contract law’, which was debated and passed by the German parliament in December 2025. The new law is very similar to Section 312k BGB, which requires a termination button for continuous e-commerce contractual relationships (such as gym memberships, streaming services or mobile phone contracts) and has been in effect since July 2022.

How the cancellation button must be implemented: Section 356a BGB specifies a two-stage design of the digital cancellation process.

1. The cancellation button must be labelled ‘Vertrag widerrufen’ (‘cancel contract’ or similar wording). It must be easy to locate on the online user interface and available throughout the entire cancellation period. 
2. After clicking this button, the consumer must be redirected to a confirmation page where they can enter their contact information and contract details. The cancellation declaration should then be submitted by clicking a second button, which must also be clearly visible and labelled ‘Widerruf bestätigen’ (as in ‘confirm cancellation’).

Cancelling should be as easy as purchasing 

With the introduction of a cancellation button, European legislators are pursuing the goal of simplifying the reversal of online contracts in the context of consumer protection. A consumer should be able to declare their intention to exercise their right of cancellation (Widerrufsrecht) just as easily as they could declare their intention to commit themselves to the contract in the first place without being hindered by complicated menus or confusing website designs from doing so. The obligation to provide a button for contract cancellation applies to all distance contracts concluded via an online user interface. ‘Online user interface’ is understood to mean all software, i.e. websites, programmes and mobile apps. Regarding the contract’s content, the law applies to all consumer contracts for goods, services and financial services.

E-commerce retailers that do not yet have such a button must make significant technical and organisational adjustments in order to comply with the new regulation. Violations can result in fines of up to €50,000; for large companies, up to four per cent of annual turnover. Consequently, it is crucial for online retailers to prepare for this regulation and implement the digital cancellation function correctly.

This year’s Consumer Electronics Show (CES) 2026 in Las Vegas impressively demonstrated that artificial intelligence has reached a new stage of development and is increasingly leaving the purely digital realm. Current developments in robotics show that so-called physical AI systems no longer merely perceive their environment, but are capable of autonomous reasoning, decision-making, and physical action. Humanoid robots are evolving from experimental niche applications into scalable platforms that can be deployed in diverse environments and dynamically adapt to new situations. This shift from task-specific automation toward adaptive, learning systems is significantly accelerating commercial deployment—whether in industry, logistics, services, or work environments. For companies, however, this development entails not only technological opportunities but also a new level of regulatory complexity: wherever AI acts physically, encounters humans, and responds autonomously, a multifaceted regulatory framework arises for manufacturers, integrators, and operators, which should be addressed at an early stage.

Regulatory Classification

From a legal perspective, there is no standalone category of “humanoid robots”. Instead, a functional assessment across the lifecycle is decisive: development, placing on the market, operation, and updates. Depending on the specific design and use, regulations from product safety law, AI regulation, data protection, cybersecurity, and liability law may apply in parallel.

Product Safety and Market Access

Humanoid robots are generally classified as machinery and are therefore subject to conformity assessment requirements and CE marking. With the new EU Machinery Regulation (EU) 2023/1230, requirements—particularly for software-based control systems and safety-related AI functions—are increasing significantly. The regulation will apply from 20 January 2027 (full application date). Key issues include safe human–robot interaction, emergency mechanisms, and the handling of autonomous and learning behavior.

AI Regulation under the EU AI Act

The EU AI Act (EU) 2024/1689 applies to AI systems that are placed on the market or used in the EU. It does not focus on the external form of a robot, but rather on the specific context of use. Humanoid robots may be classified as high-risk AI systems, for example when used in the workplace, for biometric identification, or in safety-critical areas. In such cases, obligations include risk management, technical documentation, logging, human oversight, and post-market monitoring. For low-risk applications, only limited transparency and information obligations apply.

Data Protection and Use in Operations

Due to their sensor systems, humanoid robots regularly process personal data, often including image and audio data. Humanoids are effectively “data scrapers.” Deployment in publicly accessible or operational spaces may constitute high-risk processing and require a data protection impact assessment (Art. 35 GDPR). Use in workplaces (e.g., as “co-workers,” in warehouses, or at reception desks) is particularly sensitive, as it raises issues related to monitoring, performance and behavior control, and may be subject to the co-determination rights of the works council.

Access to and Use of Data

Once a humanoid or robotics stack generates device or usage data—particularly in the IoT context of connected products and related services—the substantive provisions of the Data Act (EU) 2023/2854 may apply. The Data Act contains rules on interoperability, data portability, and contractual arrangements between providers, customers, and users of products that contain or collect data. It has been in force since 11 January 2024 and largely applies from 12 September 2025.

Cybersecurity and Updates

As connected products with digital elements, humanoid robots typically fall under the Cyber Resilience Act (EU) 2024/2847. The Cyber Resilience Act has been in force since 10 December 2024, with most obligations applying after transitional periods. Manufacturers must establish secure update and patch processes, vulnerability management, and a comprehensive security concept. Changes to AI models or control software may be relevant from both a liability and safety perspective.

Liability

With the new EU Product Liability Directive (EU) 2024/2853, liability is explicitly extended to software and AI systems. Defective or insufficiently controlled AI behavior may lead to liability across the entire supply chain. Documentation, logging, and clearly defined responsibilities therefore become significantly more important. The new Product Liability Directive must be implemented at national level by 9 December 2026.

Key Takeaways at a Glance

• No special category: Humanoid robots are classified legally based on function, not appearance.
• CE marking remains central: Product safety and conformity assessment are the regulatory entry point.
• Use case is decisive: Whether the EU AI Act applies depends on the context of use, not on the robot type.
• Data protection is critical: Camera and audio functions make privacy by design mandatory.
• Cybersecurity becomes mandatory: Update obligations and connectivity significantly increase regulatory requirements.
• Liability risks increase: AI-specific product liability requires robust documentation and governance.

SKW Schwarz has advised Bosch eBike Systems on the acquisition of MAGURA’s shares in MAGURA Bosch Parts & Services (MBPS).

Until now, Bosch eBike Systems and MAGURA Gustav Magenwirth GmbH & Co. KG each held a 50 percent interest in MBPS as part of a joint venture.

With this transaction, Bosch eBike Systems further strengthens its position in the service segment. MBPS specializes in the service and distribution of bicycle and eBike components and operates a commercial network of more than 30,000 specialist dealers across Europe.

MAGURA develops, manufactures and markets high-quality components, in particular hydraulic braking systems and wireless dropper seatposts for bicycles and eBikes. The fourth-generation family-owned company is headquartered in Bad Urach and employs around 400 people.

Founded in 2009, Bosch eBike Systems focuses on drive systems for eBikes, including drive units, batteries, displays and apps. As an independent business unit within the Bosch Group, Bosch eBike Systems also benefits from the Group’s extensive technological and manufacturing expertise.

Advisors to Bosch eBike Systems
SKW Schwarz: Dr. Stephan Morsch (lead partner), Dr. Angela Poschenrieder (both Corporate / M&A), Michael Wahl, Sabrina Hochbrückner (Counsel; both Employment Law), Dr. Matthias Orthwein (IT); Associates: Henrik Hofmeister (IT)
In-house: Matthias Geiger (Senior Legal Counsel – M&A, Finance and Capital Markets Law), Florian Scholz (Senior Legal Counsel – Business Sector Mobility Solutions – Products and Electronics)

SKW Schwarz continues the strategic expansion of its Private Clients practice and welcomes another experienced partner to its team. Dr Martin Liebernickel, previously Co-Head of the Private Clients practice at Poellath in Frankfurt, joins SKW Schwarz's Frankfurt office.

Dr. Martin Liebernickel advises family businesses and their shareholders as well as wealthy individuals on all matters relating to company and asset structuring and succession. His expertise covers corporate, tax and inheritance law aspects of complex succession and structuring projects. His clients regularly include foundations, trusts and non-profit organisations. 

Dr. Martin Liebernickel is a lawyer and tax advisor and worked for PwC for many years before joining Poellath in 2017.

"Succession remains one of the most pressing issues of our time, particularly for family-owned businesses. Our ambition is to support our clients at the highest professional level and with sufficient depth and strength at all times,” says Dr Gerd Seeliger, Head of Private Clients at SKW Schwarz. “We are therefore delighted to welcome Martin Liebernickel as another highly respected partner whose expertise will further strengthen our capabilities in complex company and asset succession matters.”

‘I am delighted to be working in an environment that takes innovation seriously while placing personal relationships with clients at the centre of its approach. SKW Schwarz combines professional excellence with the aspiration to address succession issues in a forward-looking and cross-generational manner. This aligns perfectly with my own advisory philosophy,’ adds Martin Liebernickel.

SKW Schwarz most recently expanded its Private Clients practice at the turn of 2024/2025 with the addition of a three-lawyer team in Munich. With the arrival of Martin Liebernickel, the Private Clients team will comprise 18 lawyers in Berlin, Frankfurt am Main and Munich.

In its judgment of 27 November 2025 (VII ZR 112/24), the German Federal Court of Justice (Bundesgerichtshof, BGH) decided a question of central importance for construction practice: In the remediation of defects under construction and works contract law, contractors are not entitled to any credit for betterment. This applies even if the defect only becomes apparent years after acceptance and the structure could be used without any noticeable restriction in the meantime.

This means that, within the scope of warranty for defects, the contractor remains fully obliged to bear the costs of defect remediation. The fact that a defect only becomes apparent years after acceptance and that the structure was used without noticeable limitations until then does not justify a reduction of the remediation costs. Arguments such as “the structure has already been used for several years” or “the repair extends the service life” have thus been clearly rejected by the BGH.

What Is at Issue?

The “neu für alt” deduction due to betterment is a category of benefit offsetting. According to principles developed from section 242 of the German Civil Code (BGB) (good faith), the injured party should not be placed in a better economic position as a result of defect remediation than it would have been in without the defect.

The BGH’s decision addressed a previously unresolved question: whether a credit for betterment should at least be considered where a (hidden) defect only manifests itself relatively late, the client has suffered no loss of use up to that point, and the defect remediation extends the overall service life of the work.

Example: In the case of a central ventilation or cooling system in a commercial building with a usual/average service life of around 20 years, which could be operated for five years without any loss of use despite a defect, a mathematical deduction of approximately 25% of the defect remediation costs might be considered.

In earlier decisions, the BGH had already rejected benefit offsetting in cases where the alleged benefit (in particular an extended service life) resulted solely from a delay in defect remediation. The contractor should not benefit from disputes over defects lasting for years. However, it had remained open how to deal with cases in which there was no delay in remediation, but the defect simply only came to light at a late stage. This is precisely where the present decision comes in.

Facts of the Case

In the underlying case, the claimant commissioned the defendant in August 2009 to construct a silage bunker, which was completed in September 2010. Subsequently, the claimant complained of defects, in particular cracks and unevenness in the concrete surface. In order to clarify the causes, the claimant initiated independent evidentiary proceedings in February 2013, which concluded in June 2015. By action filed in July 2015, the claimant sought, among other things, an advance payment of costs in the amount of EUR 120,000.

The court of first instance upheld the claim; however, the appellate court reduced the advance payment claim by one third, reasoning that a “neu für alt” deduction due to betterment was to be applied. Based on an ordinary service life of the silage bunker of approximately 16 years, the claimant had been able to use the structure for around five years without significant impairment. This justified a deduction of one third of the costs required to remedy the defects.

Decision of the BGH

The BGH now clarifies that even in this constellation, benefit offsetting in the form of a credit for betterment is not to be applied. The Senate bases this conclusion on the following considerations:

First, benefit offsetting is precluded by the provisions of works contract defect law itself. This law does not distinguish according to the point in time at which a defect is discovered, notified, or remedied. The content and scope of defect rights generally remain the same regardless of whether a defect is asserted at acceptance, shortly thereafter, or only shortly before the limitation period expires. The law does not provide for any time- or use-dependent reduction of the obligation to remedy defects. Rather, the contractor must, without limitation, bear all expenses required for defect remediation (section 635(2) BGB).

This statutory assessment is particularly clear in the case of cure by replacement (§ 635(1) BGB). Even if the client has used the defective work for years beforehand, the law merely provides for the return of the old work and the surrender of benefits derived (§ 635(4) in conjunction with §§ 346 et seq. BGB). The legislator deliberately did not provide for any additional compensation for advantages resulting from the replacement itself—such as a longer service life.

Second, the BGH refers to the legal nature of the claim for subsequent performance (Nacherfüllung). This is not a claim for damages, but a modified claim for performance. By remedying the defect, the contractor ultimately fulfills its original obligation to produce the work; the client receives, for the first time, the contractually owed, defect-free work. The claim therefore remains part of the reciprocal relationship (synallagma) with the remuneration. Advantages that arise solely because defect remediation takes place at a later point in time have no connection to this synallagmatic relationship and therefore cannot be normatively linked to the costs of subsequent performance.

The BGH continues to allow an exception for so-called “inevitable costs” (Sowieso-Kosten). Costs that would have been incurred even if the work had been properly executed from the outset are not reimbursable. To this extent, the claim for an advance on costs or reimbursement of expenses may be reduced.

Practical Implications

For construction practice, the decision provides significant clarity: Even in the case of defects that occur late or remain undiscovered for a long time, the contractor remains fully liable for the costs of remediation. A credit for betterment is, as a matter of principle, excluded under works contract law—apart from genuine inevitable costs.

SKW Schwarz has advised Rondot International SAS on the acquisition of the LWN Lufttechnik group.

Rondot, headquartered in Champagne au Mont d’Or, France, designs and supplies high-performance solutions for the production of glass containers worldwide.

LWN Lufttechnik, based in Wilsdruff, Germany, and Wroclaw, Poland, is a leading specialist in cooling systems for glass factories around the globe.

A team from SKW Schwarz led by partner Dr. Kolja Petrovicki advised Rondot, together with French partner firm Carlara, Lyon, and Polish partner firm Drzewiecki Tomaszek, Warsaw, on all legal aspects of the transaction.

SKW advisors Rondot:

SKW Schwarz, Frankfurt: Dr. Kolja Petrovicki, LL.M. (lead), Dr. Max-Niklas Blome, LL.M., Dr. Tatjana Schroeder (all Corporate/M&A), Alexander Möller, Sabrina Hochbrückner (both Employment), Dr. Rembert Niebel, Jonas Laszlo Schüler (both IP), Dr. Oliver M. Bühr (Privacy; all Frankfurt), Nicole Wolf-Thomann, Dr. Gerd Seeliger, Franziska Sontheim, Nicola Halmburger (all Tax, Munich), Dr. Klaus Jankowski, Maria Rothämel (both Public, Berlin), Janina Schortz (Public, Berlin), Arndt Tetzlaff, Martin Himme (both Insurance, Berlin)