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Laughed at, shared, and served with a warning 

When Carlsen Verlag clarified in the summer of 2025 that it would not leave the rampant AI memes about children’s book character Conni unchallenged and reserved the right to take legal action, a lively debate erupted about the limits of internet humor.  While the matter did not escalate to court, it highlighted an issue that has since occupied social media teams and their legal departments: meme marketing operates on multiple legal levels simultaneously, and rights holders' tolerance in a commercial context is significantly lower than in a private one.

For brands, agencies, and creatives intentionally using memes as a communication tool, this is not merely an academic concern. Those looking to quickly and affordably generate reach often rely on viral templates, recognizable figures, or pop culture imagery— and in doing so navigate through at least four areas of law simultaneuously.

Copyright Law: Third-party templates are not free material

When creating a meme, one typically uses third-party images — film stills, book covers, photographs, cartoons. All of these are protected by copyright. To reproduce and publicly share such content, one generally needs a license or a relevant exception.

This is where Section 51a of the German Copyright Act (UrhG) comes into play. Following the implementation of the DSM Directive in 2021, this section serves as the central exception for caricature, parody, and pastiche. While it may sound like a free pass, it is not. The extent of the term "pastiche" has long been disputed and remains a complex issue. On April 14, 2026, the European Court of Justice (ECJ) provided the first binding EU definition in case C-590/23 (Pelham/Metall auf Metall): A pastiche exists when a work resembles an existing one but has noticeable differences and engages in a recognizable artistic or creative dialogue with the original. All three criteria must be met, which can often be challenging to demonstrate in specific cases.

This ruling serves as an important guideline for meme marketing and simultaneously acts as a warning. While it strengthens the exception, it does not create an automatic right. A meme that merely uses the recognition of another work to convey an entirely unrelated message without engaging with the original's content is unlikely to meet the requirements for an artistic dialogue. This risk is heightened in a commercial advertising context, where the courts tend to assess commercial uses more strictly than purely communicative ones.

Personality Rights: Even if the image fits, the person can sue

Even if a meme is legally sound in terms of copyright, the individual depicted can still take action. The right to one’s own image protects identifiable persons from unauthorized uses of their likeness — especially in advertising, where the already narrow exceptions typically do not apply. Particularly sensitive: celebrities, whose face and image have independent commercial value.  Transforming a reaction meme featuring an actor gazing in disbelief into an advertisement risks not only a cease-and-desist order for image rights but also accusations of misleading endorsement –, suggesting that the person supports the product.

Trademark law and unfair competition: When the joke comes at the competitor's expense

If a meme includes a third-party logo, brand color, or distinctive design of a competitor, claims for injunctions and damages due to reputation exploitation or defamation may arise. The Act Against Unfair Competition (UWG) complements the protective framework: even humorous formats are not exempt from fair competition law. Anyone who disparages or belittles a competitor crosses the line. Furthermore, if a meme is designed in such a way that it creates the impression that a third party or company is behind the message, there is a risk of being accused of misleading representation. Humor does not provide immunity under the UWG.

The special case of AI: No protection, but also no immunity

A significant portion of the brand memes circulating online today is AI-generated. What many do not realize is that AI output does not enjoy its own copyright protection in Germany, as it lacks human authorship. This may seem advantageous, but it is not. AI does not shield users from conflicts with third-party rights. If the tool produces protected stylistic elements, brand graphics, or recognizable personalities, the same limitations apply as with manual design. Moreover, the ECJ's requirements for a recognizable artistic dialogue are unlikely to be met by an AI-generated meme that simply places a well-known character in a new context. AI is not a compliance shortcut; it merely provides a new avenue into familiar liability traps.

Conclusion: Yes, one can be sued for humor

Meme marketing is not a legal anomaly but rather an intensification of classic intellectual property and communication risks. Section 51a of the UrhG provides some leeway, and the ECJ ruling from April 2026 now offers a binding European definition of the term "pastiche." However, it also demonstrates that the exception requires a recognizable artistic dialogue, which is not easily established in a commercial context. Personality rights, trademark law, and the UWG apply regardless and can derail a campaign that is otherwise sound from a copyright perspective.

For brands, agencies, and legal teams, this means: no unreflective adoption of viral templates, heightened caution with identifiable individuals and third-party logos, and a quick rights check before publication. Spontaneity is the essence of meme culture, but the legal risks can be significantly mitigated with manageable effort.

SKW Schwarz has been nominated for the "Law Firm of the Year" award in the AI & TMT category at the Chambers Germany Awards 2026. This recognition positions the firm among the leading entities in the German market for technology-driven consulting and digital regulation.

The nomination highlights the strategic development of the IT & Digital Business practice over recent years. The firm increasingly supports clients in complex digitalization and transformation projects, particularly at the intersection of technology, regulation, and business models-such as in the context of platform strategies, AI applications, and the implementation of new EU digital regulations like the Data Act, AI Act, and Cyber Resilience Act.

"This nomination also confirms our strategic focus over the past years," says Dr. Daniel Meßmer, head of the IT & Digital Business practice. "We place great importance on linking technical understanding with regulatory depth in our consulting, translating new EU directives like the Data Act, AI Act, and Cyber Resilience Act into concrete solutions for products, processes, and contracts. The recognition of this strategic combination in the market is particularly validating for us."

The Chambers Germany Awards annually honor law firms and attorneys who demonstrate exceptional market presence, client work, and innovative capacity.

One click—and the meeting writes itself. Microsoft Teams, Zoom, Webex—almost every video conferencing platform today offers an integrated transcription feature. The result is a comprehensive transcript, automatically generated with speaker attribution and timestamps. What is technically convenient is legally more complex than many companies assume. This is because the transcription of video conferences involves two areas of law with different requirements. While data protection law is obvious, criminal law must also be considered when dealing with transcription.

This article outlines the relevant legal risks, summarizes how supervisory authorities have already responded, and sets out the legal conditions under which transcriptions can be used.

What happens technically during transcription—and why it matters legally

Before diving into the legal details, it is worth taking a brief look at how modern transcription systems work. Contrary to a common assumption, automated speech recognition does not mean that an AI simply “listens” and writes down what is said in real time.

In practice, the acoustic signal is first captured digitally, divided into very short time segments, and converted into data streams. These segments are analyzed, typically transformed into characteristic acoustic features, and then processed using statistical or neural models to reconstruct text. Not every sound is translated directly into a word; rather, spoken language is converted into coherent text. Fillers such as “uh” and “hmm” are removed, and incomplete sentences are completed. To enable this processing, the audio signal must at least temporarily be stored, buffered, or held in a structured format.

This intermediate storage typically goes beyond purely transient RAM processing in the sense of mere “pass-through.” Even so-called live or real-time transcriptions temporarily store, segment, or preprocess audio data. This applies even if no permanently retrievable audio file is ultimately intended to be stored.

This technical aspect is legally decisive. A hypothetical live transcript without any form of storage or intermediate storage would be assessed differently from the technical standard used by common transcription tools. Anyone who overlooks or underestimates this distinction risks making incorrect assumptions about whether and to what extent processing—particularly of personal data—takes place, and thus applying the wrong legal standard.

Data protection law: personal data, legal bases, and the pitfalls of consent

Transcriptions generally process personal data within the meaning of Article 4(2) GDPR. This includes not only explicit identifiers such as names or email addresses, but also the content of spoken contributions. If transcription tools also assign or identify speakers, the voice itself may be processed as personal data.

As soon as transcription software assigns voices to individuals, the question arises whether biometric data within the meaning of Article 4(14) GDPR is being processed and whether the stricter requirements of Article 9 GDPR apply. The Bavarian Data Protection Authority (BayLDA) takes a differentiated view:

“The processing of voice in the context of transcription generally does not constitute processing of special categories of personal data under Article 9 GDPR. Although the voice is biometric data within the meaning of Article 4(14) GDPR, it is typically not used for the unique identification of a natural person in transcription. Speaker separation is generally carried out using so-called voice embeddings—numerical vectors—and external contextual information such as the user account or active microphone input, without requiring identification of the speaker.” (15th Activity Report 2025, p. 56)

The key factor is therefore whether the voice is actually used to identify a person. If not, no special categories of personal data are processed under Article 9 GDPR. If it is, stricter data protection requirements apply.

For the processing of non-sensitive personal data in transcription, the following legal bases may be considered: consent under Article 6(1)(a) GDPR, performance of a contract under (b), and legitimate interests under (f).

At first glance, consent appears to be the most obvious solution. In practice, however, it often fails in corporate contexts. Under Article 7 GDPR, consent must be freely given, informed, specific, and unambiguous. In employment relationships, voluntariness is frequently questioned, especially if the employer mandates or effectively expects transcription. Simply remaining in a meeting after a pop-up appears and clicking “agree” does not constitute informed consent under data protection law. Moreover, such provider pop-ups generally do not meet the information requirements of Article 13 GDPR. In addition, consent can be withdrawn at any time. If a participant objects during a meeting, transcription must stop, which significantly undermines its documentation purpose.

The key question: Is it possible without explicit consent?

Performance of a contract under Article 6(1)(b) GDPR is not applicable in most internal meetings. Transcription is generally not strictly necessary for fulfilling an employment contract. Given the structural issues with consent, the practically relevant question arises: Can legitimate interest under Article 6(1)(f) GDPR serve as a legal basis for transcribing internal meetings?

The answer is: yes—but not universally; only under specific conditions.

Article 6(1)(f) GDPR requires a three-step test: first, a legitimate interest of the controller; second, necessity of processing to pursue that interest; and third, that the data subject’s interests do not override it.

For internal meetings without sensitive content—such as project check-ins, team coordination, or internal status updates—this test can be satisfied if properly structured. The legitimate interest in efficient documentation and traceable records is economically recognized. Less intrusive means with comparable effectiveness are hardly available. Manual minutes lack both the completeness and efficiency of automated transcription. On the other side of the balancing test is the participants’ personality rights, particularly their right to the spoken word. This weight can be significantly reduced if processing is limited to clearly defined documentation purposes, no profiling or behavioral monitoring takes place, and participants are clearly informed in advance and have a genuine option not to participate or to join in an alternative format.

However, processing based on Article 6(1)(f) GDPR is generally not appropriate for individual HR meetings, disciplinary hearings, job interviews, or meetings where special categories of personal data are discussed. In such cases, the interests of the data subjects prevail.

Criminal law: Section 201 German Criminal Code and the confidentiality of speech

In addition to data protection law, Section 201 of the German Criminal Code (StGB) must be observed. This provision protects the confidentiality of non-public spoken words and criminalizes their unauthorized recording.

At first glance, one might assume that transcription does not constitute a “recording on a medium.” However, this assumption is technically inaccurate and legally risky. Because most standard tools buffer audio signals, spoken words are technically captured, meaning the scope of Section 201(1) No. 1 StGB is generally triggered.

The requirements for valid consent are significantly lower under criminal law than under data protection law. According to prevailing opinion—and as explicitly stated by the Baden-Württemberg Data Protection Authority (LfDI BW, 40th Activity Report 2024, p. 135)—implicit or implied consent is sufficient for criminal law purposes. However, this only applies if individuals are transparently informed beforehand and then knowingly participate in the meeting.

A decision by the German Federal Constitutional Court dated July 9, 2025 (1 BvR 975/25) is also noteworthy. The Court implicitly confirmed that the term “unauthorized” in Section 201 StGB must be interpreted in light of the entire legal system. What is permissible under data protection law cannot be prohibited under criminal law. Thus, a valid data protection legal basis can also serve as a justification under criminal law. However, this requires that the data protection basis is actually valid—if consent is invalid due to lack of transparency or voluntariness, if transcription is not necessary for contractual purposes, if the balancing test is flawed, or if privacy notices fail to specify legitimate interests, the justification falls away and criminal liability may arise.

What supervisory authorities say

German data protection authorities have increasingly addressed this issue due to its practical relevance, though not uniformly:

• The Bavarian Data Protection Authority (BayLDA), in its 2025 report, recognizes that transcription can be based on Article 6(1)(f) GDPR for documenting meeting results, emphasizing purpose limitation and proportionality. 
• The Baden-Württemberg authority (LfDI BW) also recognizes legitimate interest but highlights the criminal law dimension and recommends informing participants in the meeting invitation. 
• The Saxon Data Protection Authority takes a more restrictive view, generally rejecting Article 6(1)(f) GDPR for call recordings due to lack of necessity and overriding confidentiality interests. 

Thus, authorities are not aligned. The BayLDA’s 2025 position provides the most recent and business-friendly guidance—but it is not a free pass and requires a genuine balancing test.

Practical approaches

To use transcription as legally safely as possible, companies should consider the following minimum standards:

• Inform participants in advance about the transcription, its purpose, duration, and recipients—ideally in the calendar invitation. 
• Document the balancing test if relying on legitimate interest. 
• Conclude a data processing agreement with the tool provider (Article 28 GDPR). 
• Record transcription as a separate processing activity (Article 30 GDPR). 
• Define appropriate retention periods and delete data when no longer needed. 
• Conduct a data protection impact assessment where necessary (Article 35 GDPR) and at least document a preliminary threshold assessment. 
• Involve the works council where applicable (§ 87(1)(6) BetrVG). 
• Differentiate between meeting types—HR and highly confidential meetings should not be transcribed. 

AI-based transcription is not a legal no-go—but neither is it a legal “no brainer”. A “standard installation” without legal preparation can create avoidable risks. However, with careful planning, transparency, and clear boundaries, companies can benefit from efficiency gains while significantly reducing data protection and criminal law risks. Recent guidance shows that legitimate interest is no longer merely theoretical, but a partially recognized legal basis.

We would be happy to advise you on the specific requirements in your company and develop a tailored transcription strategy together.

In a spectacular turn of events, the CAF Appeal Board stripped the previous Africa Cup winner Senegal of its title. In doing so, the sports tribunal of the African football association overrides the discretionary decision of the referee. The officiating team led by Congolese referee Jean-Jacques Ndala had decided during the final not to classify the match as abandoned or forfeited after the Senegalese team collectively left the pitch. This decision has now been revised by the CAF Appeal Board. The ruling thus joins a series of interventions by sports arbitration bodies into the authority of referees. The case evokes memories of the decision by the DFB Federal Court following the re-evaluation of the Bundesliga match between 1. FC Union Berlin and VfL Bochum.

Controversial Final Match

On January 18 of this year, Senegal defeated Morocco in a controversial final (1–0 after extra time). Shortly before the end of regular time, referee Jean-Jacques Ndala awarded Morocco a disputed penalty after consulting the video assistant referee. The Senegalese national team then left the pitch collectively in protest on instructions from their head coach Pape Thiaw. Some players, led by captain Sadio Mané, remained on the field and brought their teammates back after an interruption of almost twenty minutes. Penalty taker Brahim Díaz failed against Senegalese goalkeeper Édouard Mendy, and Senegal ultimately secured victory through a goal by Pape Gueye in extra time.

Appeal and Decision on Complaint

The Moroccan Football Federation subsequently lodged an appeal against the match result. On January 29, the CAF Disciplinary Board ruled at first instance and rejected the appeal. It found that the conduct of the Senegalese team did not violate Articles 82 and 84 of the AFCON competition regulations. The Moroccan federation then appealed this decision to the CAF Appeal Board.

On March 17, the CAF Appeal Board ruled on various legal remedies, sanctions, and complaints related to the final, including the appeal (press release of the decision). It declared the appeal admissible and well-founded. The decision of the CAF Disciplinary Board was overturned. The Appeal Board held that the conduct of the Senegalese team fell within the scope of Articles 82 and 84 of the AFCON regulations: the team’s behavior constituted a violation of Article 82. According to Article 84, the match was therefore to be declared lost for Senegal. Consequently, the result was recorded as a 3–0 victory for Morocco. The Senegalese federation then announced an appeal to the Court of Arbitration for Sport (CAS), which represents the final instance in sports arbitration—at least where no EU law is involved.

Is the Decision Justifiable?

The CAF Appeal Board’s decision triggered controversial reactions worldwide. But is it fundamentally defensible under the rules of the game? As always, a look at the regulations helps clarify the legal position:

Article 82 of the CAF rules applies when a team withdraws from an ongoing competition, fails to appear for a match, refuses to play, or leaves the field before the end of regular playing time without the referee’s permission. In such a case, the team is to be treated as having lost and is excluded from the tournament. In legal terms, this is a conditional rule: “if [condition], then [legal consequence].” The consequences are mandatory and leave no discretion regarding sanctions—what administrative lawyers would call a “bound decision.”

Who Was Responsible for the Decision?

However, the regulations leave two key questions unanswered: who must make this decision, and when? A systematic interpretation suggests two possible authorities: the organizing committee or the referee.

The organizing committee’s competence would follow from Article 4.2.3, which assigns it responsibility for decisions on appeals. However, such decisions are based on the referee’s match report, meaning the committee can only act retrospectively.

The referee’s authority arises indirectly via a general reference: under Article 16.9, all matches must be played in accordance with the “Laws of the Game” (IFAB rules). Rule 5.1 states: “Each match is controlled by a referee who has full authority to enforce the Laws of the Game in connection with the match.” Rule 5.3 specifies that the referee may stop, suspend, or abandon the match for any offences or because of outside interference. Abandonment is the ultima ratio and should only occur after all reasonable means to continue the match have been exhausted.

In the absence of any other allocation in the CAF rules, the referee is therefore responsible—at least on the field—for decisions regarding exclusion and automatic defeat.

Was Abandonment of the Match Possible?

Under football rules, a match may be abandoned not only under Article 82 but also due to external interference. Unwritten, abandonment may also follow from Rule 3.1: if one or more players deliberately leave the field, the match cannot be resumed if a team has fewer than seven players. In such a case, only suspension or abandonment remains possible.

In the Africa Cup final, fewer than seven Senegalese players were clearly on the field after most had left. For this reason alone, the referee could have abandoned the match.

However, applying Article 82 raises another question: does it suffice if most players leave the field, or must “the team” mean the entire team? Given the severity of the mandatory consequence, proportionality suggests that the entire team must leave. “A team” means the team as a whole—not eight out of eleven players or a majority. The rules already provide for abandonment in such cases, but this remains within the referee’s discretion.

The CAF Appeal Board took a different view, holding that the departure of the overwhelming majority of players already fulfils Article 82. The Senegalese federation intends to challenge this before the CAS. A key argument will likely be Rule 5.2 of the IFAB Laws: referees decide to the best of their knowledge and judgment, and their decisions on facts are final—including decisions on goals and match results. This should also include the decision whether or not to abandon a match.

Are Decisions on Matters of Fact Still Protected?

This is where things become more complex: decisions under Article 82 would generally also qualify as factual decisions by the referee. In such cases, the referee assesses facts perceived and subsumes them under the rules, enjoying a margin of judgment. Unlike in administrative law, this margin is not subject to subsequent review, as stated in Rule 5.2.

In the final, the referee appears to have exercised exactly this discretion: he determined that Senegal had not definitively or completely left the field and therefore did not consider Article 82 fulfilled.

Interestingly, the CAF Appeal Board may have bypassed Article 44.1 of the CAF rules. While appeals against decisions of the CAF Disciplinary Board are possible, this does not apply to decisions declared final. However, this “finality” concerns decisions of the Disciplinary Board—not the referee’s factual decisions under Rule 5.2. Crucially, the CAS proceedings will depend on what the referee recorded in his match report.

The CAF Appeal Board replaced the referee’s assessment with its own and retrospectively treated the match as abandoned. This recalls the Bundesliga match between Union Berlin and Bochum in December 2024. After a lighter was thrown at the Bochum goalkeeper, the match was interrupted and later finished without attacking play (“non-aggression pact”). It was subsequently re-evaluated as a “de facto abandonment” and awarded 2–0 to Bochum instead of 1–1. In that case, sports jurisdiction went even further by replacing not only the referee’s judgment but also his exercised discretion.

Conclusion

In the interest of sporting integrity and the protection of referees’ factual decisions, it is to be hoped that the Senegalese federation succeeds before the CAS. A continental final should not be decided retrospectively by a disciplinary body—this would contradict the spirit of competition. Moreover, the re-evaluation of matches at will, as seen in the Bochum case, should not be perpetuated.

In both cases, the final decisions—revising the results—did not align with substantive justice. Finally, the CAF Appeal Board’s ruling significantly weakens the position of referees within the framework of the rules of the game. The CAS should counteract this and uphold the original match result.

Alongside the Advent season, the Easter period is peak season for competitions on TikTok, Instagram and other social media platforms. Influencers and companies entice their followers with hidden “digital Easter eggs”, “crack the egg” and other embedded and interactive search and competition games, in which new prizes are raffled off daily, or organise large-scale Easter-themed campaigns. What many people don’t realise is that behind these seemingly simple competitions lie numerous legal requirements, and failure to comply with them can quickly leads to warnings and legal consequences.

Transparency is key

Any influencer organising a competition must ensure clarity. Competition law requires that the terms and conditions of participation are stated transparently, clearly and unambiguously. Participants must know exactly what they are getting into before taking part.

The following should be stated: the organiser’s name, the exact entry period, the eligibility criteria, a description of the prize, the method of determining the winner, and when and how the winners will be notified. This information must be easily accessible – ideally directly in the competition post or via link.

The prize must actually be awarded

A principle that may sound obvious but is of central legal importance: the advertised prize must actually be awarded in the end. It is unlawful to run a competition without the intention of awarding the prize or an appropriate equivalent. Anyone who breaches this duty of care risks receiving warnings and facing injunctions.

No fiddling with the rules

Changing the rules whilst the competition is running is problematic. Whilst the terms and conditions of participation can, in principle, be amended, this is only permitted with effect for the future. Anyone wishing to reserve the right to make amendments should state this explicitly in the terms and conditions of participation.

Caution regarding entry fees

In principle, participation must also be free of charge. If a fee is charged for participation and the winner is determined by chance, this can quickly cross the line to gambling, which requires a licence and may, under certain circumstances, be a criminal offence. For a long time, a participation fee of no more than 50 cents was considered unobjectionable. However, recent case law takes a more critical view: in 2022, the Cologne Administrative Court ruled that even amounts of 50 cents can constitute gambling. In parallel, in 2024 the Higher Administrative Court of Münster, drawing on the criminal law case law of the Federal Court of Justice (BGH), applied a loss limit of ten euros per hour as the threshold for gambling. Only standard transfer fees, such as postage or normal telephone charges, are unproblematic.

Advertising or not? The labelling requirement

During the Easter period, influencers frequently also organise competitions in cooperation with companies that provide the prizes. In such cases, the competition has a clear promotional nature and must be labelled accordingly as ‘advertisement’ or ‘promotion’. Otherwise, there is a risk of being accused of surreptitious advertising. An overly promotional presentation of the prize can also be problematic and should be avoided.

Instagram-specific requirements

Instagram has its own requirements for competitions. The platform’s promotional guidelines require a disclaimer: participants must be informed that the competition is in no way connected to Instagram, that Instagram is neither the organiser nor the sponsor, and that questions regarding the competition should not be directed to Instagram.

TikTok – Guidelines

Similar to the guidelines on Instagram, TikTok also sets out clear. Among other things, competitions must be free for participants, may not offer cash or gift cards as prizes, and are usually subject to a value limit of 500 US dollars per prize. Official features such as the ‘Live Giveaway’ tool should be used for this purpose. Furthermore, posts must be clearly labelled as advertising and the terms and conditions must be linked in an easily accessible manner. In addition, participation is generally restricted to adults, and content must not be specifically targeted at children.

Azur has published its annual ranking of the Top 50 employers for lawyers in Germany – and SKW Schwarz is among them. The basis: feedback from more than 5,000 associates, students, and legal trainees. The evaluation covers training, career opportunities, workplace culture, work-life balance – and, for the first time this year, also the handling of Legal Tech and AI.

That we perform particularly well in exactly these categories is no coincidence.

Legal Tech and AI – not an option, but a mindset

As one of the leading law firms in media and copyright law as well as in the digital and tech industry, we consistently focus on Legal Tech and AI. Our Innovation Lab offers associates the opportunity to contribute their own ideas and actively shape digital solutions. Our junior staff acknowledge this approach in the current azur survey, giving above-average ratings for the use of Legal Tech and AI as well as for IT equipment.

Responsibility from day one

Anyone joining SKW Schwarz works directly on client matters from day one. Initiative is explicitly encouraged: your own ideas are met with genuine interest – this is not something we say, but something our associates say. Those who wish can develop their own client acquisition projects at an early stage, both nationally and internationally. This creates depth – and commitment.

Tailor-made careers

A career at SKW Schwarz is structured – but not one-size-fits-all. Our associates choose between two billable models (1,300 or 1,600 hours) and benefit from clearly structured career paths.

In addition, there is an internal training program that combines legal modules, soft skills training, and business development, including in cooperation with Bucerius Law School. There is also AI training developed together with TÜV, which systematically builds technical competence.

Above-average work-life balance

The numbers speak for themselves: our associates work an average of 47 hours per week – noticeably below the industry average. Flexible working models, remote work options, and part-time arrangements at all levels are not exceptions but standard practice. The Egym Wellpass rounds off the offering. In the azur survey, this is reflected in above-average ratings for work-life balance and family compatibility.

What our associates say

• “Great colleagues and very exciting work!”
• “Personal goals and ideas are met with genuine interest here.”
• “Completely flexible working hours and remote work models.”

SKW Schwarz has once again been recognized in the current WirtschaftsWoche ranking in the IT Law category. Our partners Matthias Orthwein and Martin Schweinoch were specially highlighted as top lawyers in this field.

Congratulations to everyone involved on this outstanding success!

The recognition is based on a comprehensive survey conducted by the Handelsblatt Research Institute, in which around 1,600 legal professionals from 200 law firms recommended their most respected colleagues. An independent expert jury then selected the most highly recommended lawyers.

This achievement further underscores the strength and expertise of our IT practice, highlighting how dedicated our team is in supporting clients in this dynamic area of law.

SKW Schwarz continues the targeted expansion of its innovation and digitalization strategy and strengthens its Innovation Lab team with Annkathrin Wiltz as Legal Tech & Innovation Manager. Since March 1, 2026, she has been supporting the firm in the development and implementation of forward-looking legal tech solutions.

Annkathrin Wiltz is an experienced business lawyer with several years of expertise at the intersection of law, technology, and operations. Most recently, she worked as a Project Lawyer at PXR in Berlin, where she was responsible, among other things, for driving the digital transformation of legal processes and developing new legal tech solutions. Prior to that, she gained extensive experience at Freshfields and BNP Paribas in the fields of data protection, legal tech, and process optimization.

In her new role at SKW Schwarz, Annkathrin Wiltz will work closely with the firm’s lawyers to make legal workflows more efficient through automation and AI-powered tools. The aim is both to optimize internal processes and to develop innovative advisory products for clients.

The strategic development of the Legal Tech area at SKW Schwarz is led by Stefan Schicker, who is known as one of the leading experts for law firm transformation in the German-speaking region and advises mid-sized law firms on organizational and digital transformation. At SKW Schwarz, he is responsible for the strategic development of the Innovation Lab in his role as Of Counsel Partner.

“With the addition of Annkathrin Wiltz, we are consistently continuing our path of establishing legal tech and innovation as an integral part of our firm’s strategy and sustainably strengthening the competitiveness of SKW Schwarz,” emphasizes Stephan Morsch, Managing Partner of SKW Schwarz.

By continuously expanding its innovation activities, SKW Schwarz aims to best prepare both its clients and its own teams for the challenges of digital transformation and to create innovative solutions for the legal services of tomorrow.

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)

SKW Schwarz is once again featured in key areas of media, technology and IP law in the latest Chambers Germany 2026 ranking. The results particularly highlight the firm’s strong market position in the TMT sector, as well as its long-standing expertise in intellectual property.

In the TMT sector: Media, SKW Schwarz has once again confirmed its Band 1 ranking and thus remains one of the leading firms in this segment. The firm also maintains stable rankings in TMT: Information Technology and in Intellectual Property: Trade Mark & Unfair Competition. The current rankings reflect the firm’s ongoing advice to companies in the technology, media, pharmaceutical and consumer goods sectors – ranging from contract drafting and regulatory matters to litigation.

Several lawyers are also personally highlighted in the current Chambers ranking: Mathias Schwarz is once again listed as a Senior Statesperson in the TMT: Media sector. Andreas Peschel-Mehner is also listed in the TMT: Media sector. In intellectual property, Sandra Sophia Redeker and Rembert Niebel are individually ranked.

The Chambers editorials particularly emphasise the combination of technical expertise, commercial acumen and pragmatic advice. Clients highlight the teams’ clear communication, responsiveness and solution-oriented approach. The firm’s practice areas range from film production, gaming and music law, through IT projects and data matters, to international trademark portfolios and competition law disputes.

The Chambers Germany ranking is one of the most internationally renowned market overviews for commercial law firms and is based on extensive research, interviews and client feedback.

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!