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Restructuring and insolvency in Germany: overview
A Q&A guide to restructuring and insolvency law in Germany.
The Q&A gives a high level overview of the most common forms of security granted over immovable and movable property; creditors' and shareholders' ranking on a company's insolvency; mechanisms to secure unpaid debts; mandatory set-off of mutual debts on insolvency; state support for distressed businesses; rescue and insolvency procedures; stakeholders' roles; liability for an insolvent company's debts; setting aside an insolvent company's pre-insolvency transactions; carrying on business during insolvency; additional finance; multinational cases; and proposals for reform.
To compare answers across multiple jurisdictions, visit the Restructuring and insolvency Country Q&A tool.
This Q&A is part of the global guide to restructuring and insolvency law. For a full list of jurisdictional Q&As visit www.practicallaw.com/restructure-mjg.
Forms of security
Immovable property
Common forms of security and formalities. The most common forms of security over immovable property are:
Land charge (Grundschuld). This is a real property lien. The land charge holder does not become the owner of the property, but has a claim against the property owner for foreclosure (Zwangsvollstreckung). Foreclosure takes the form of a sale by public auction (Zwangsversteigerung) or judicial receivership (Zwangsverwaltung). The land charge holder will receive payment out of the sales proceeds. A security land charge (Sicherungsgrundschuld) is the most common form of security over immovable property.
Mortgage (Hypothek). This is similar to a land charge, but it is less flexible. A mortgage is always accessory to the secured claim.
To create security over immovable property all of the following are required:
A session with a notary. The parties' agreements must be recorded by a German notary.
An agreement relating to the security.
Registration of the security in the Land Register (Grundbuch).
Security over immovable property is not valid until it is recorded in the Land Register. Before recording the security interest, the parties are bound by the agreement only if it was recorded by a notary or was submitted to the Land Register Office (Grundbuchamt).
Effects of non-compliance. The security is void if it is not registered in the Land Register.
Movable property
Common forms of security and formalities. The most common forms of security over movable property are:
Retention of title (Eigentumsvorbehalt). A seller can reserve title to products under a purchase agreement, to the effect that the purchaser only acquires title when the purchase price is paid (see Question 3).
Security assignment (Sicherungsübereignung). This involves the securing party assigning personal property to the secured party as security for a claim. The advantage of a security assignment is that the securing party does not have to deliver the property to the secured party and can therefore continue to use the property.
Pledge right (Pfandrecht). This entitles the pledgee to satisfy a claim against the pledgor or a third party by selling the pledged property. The disadvantage of a pledge right is that the pledgor can no longer use the property, as it must be delivered to the pledgee.
There are generally no specific requirements for creating security over movable property. However:
A written agreement is recommended for evidentiary purposes.
The property must be accurately identified, to rule out any risk of confusion (for example, in a purchaser's warehouse). A lack of accurate identification frequently renders security interests invalid.
Effects of non-compliance. Non-compliance with formalities does not make the security void, although a failure to accurately identify the property may render a security interest invalid (see above). A valid agreement is also necessary (this agreement may be oral).
Creditor and contributory ranking
Once any segregation rights are executed (see Question 3, Retention of title (Eigentumsvorbehalt)) and the assets not forming the estate assets are surrendered to the entitled parties, the priority of payment is as follows:
Costs of the insolvency proceedings. These costs include court costs for the insolvency proceedings, and fees and expenses of the preliminary insolvency administrator and insolvency administrator (section 54, German Insolvency Code).
Insolvency estate creditors. These are, for example, claims resulting from new contracts signed by the insolvency administrator with third parties, such as suppliers (section 55, German Insolvency Code).
Secured creditors. If a creditor holds a security interest in a property, it is generally the insolvency administrator's responsibility to sell the property (section 166, German Insolvency Code). This is done, for example, by selling the property to a third party. The insolvency administrator is paid a standard fee of 9% of the proceeds of the sale (sections 170 and 171, German Insolvency Code). The insolvency administrator also withholds and pays value added tax (VAT). The insolvency administrator must disburse the remaining proceeds to the secured creditor (sections 50 and 51, German Insolvency Code). The secured creditor bears the risk that the proceeds collected will not fully cover his claim for payment of the purchase price.
Insolvency creditors. All unsecured creditors who have registered their claims in writing with the insolvency administrator and whose claims have seen no objection by the insolvency administrator or another insolvency creditor. Insolvency creditors receive payment on a pro rata basis. In practice, payments that insolvency creditors receive are very low in most cases.
Subordinated creditors. If the claims of all insolvency creditors have been fully paid (which is extremely rare), subordinated creditors are paid (section 39, German Insolvency Code). Subordinated claims are, for example:
claims for payment of interest that accrued after opening of the insolvency proceedings;
generally, claims for repayment of shareholder loans. Exceptions to this are where:
claims for repayment of a shareholder loan are held by a shareholder who holds 10% or less of the company's registered capital, unless the shareholder is a managing director;
a creditor acquires shares of the company for restructuring purposes after the company has become illiquid or over-indebted (see Question 6) (or illiquidity was imminent).
Claims subordinated by agreement. These claims are paid only after subordinated claims have been paid.
Shareholders. Any remaining surplus is distributed to the shareholders.
Unpaid debts and recovery
Retention of title (Eigentumsvorbehalt)
A retention of title is the mechanism most frequently used to secure unpaid debts. A retention of title prevents title to the sold goods from transferring to the purchaser before the purchaser has paid the full purchase price. If the insolvency administrator does not wish to perform the purchase agreement and pay the purchase price, the seller can demand return of the property (segregation right).
Prolonged retention of title (verlängerter Eigentumsvorbehalt)
A retention of title is frequently combined with advance assignment clauses. The advance assignment clauses extend the seller's retention of title to payments due to the purchaser if the purchaser resells the goods. For example, if the purchaser sells the goods to a third party, the purchaser's claim for payment of the purchase price against the third party is, under the advance assignment clause, assigned as security to the seller that has reserved title.
A seller cannot demand surrender of the purchaser's claim for payment of the purchase price against the third party in the event of the purchaser's insolvency. However, the seller's claims are satisfied in advance from proceeds from the purchaser's claim for payment of the purchase price against the third party (in the same way as a secured creditor's claims).
Collection action and injunction
A creditor can file a collection action against the debtor in a civil court. Under certain circumstances, the creditor can apply for an injunction against the debtor in a civil court. If the court enters judgment in favour of the creditor, the creditor can enforce a judgment against the debtor with the assistance of the bailiff. However, this does not apply if preliminary insolvency proceedings or insolvency proceedings have begun (sections 21 and 89, German Insolvency Code).
A creditor has a right of set-off, if that right already existed at the time the insolvency proceedings were opened (section 94, German Insolvency Code). Set-off is not permitted if the creditor acquired his claim from another creditor only after the insolvency proceedings began (section 96, German Insolvency Code). Set-off is also not permitted if the creditor acquired the opportunity to set off his claim by a transaction subject to challenge of a pre-insolvency transaction (section 96, German Insolvency Code).
There is no mandatory or automatic set-off of mutual claims.
Creditor protection proceedings
There are no creditor protection proceedings under German law and German law does not provide for any other statutory non-insolvency restructuring proceedings.
State support
State subsidies
Distressed businesses can receive state subsidies (subject to EU state aid control). State-owned banks can extend loans to businesses to help them out of financial difficulties if both:
The causes of a business's crisis are known.
A plan to overcome the crisis has already been developed.
Reduced working hours
If a company reduces an employee's working hours, the employee's reduced pay from the company can be supplemented by reduced working hour pay from the relevant Federal Agency for Employment, under certain circumstances. Reduced working hour pay is limited to six months.
Insolvency pay
In certain circumstances the Federal Agency for Employment pays employees' salaries for the last three months before opening of the insolvency proceedings (insolvency pay). Insolvency pay is intended to both:
Protect employees from a loss of their salaries in the event of insolvency.
Restore the insolvent company's cash flow, to facilitate a restructuring of the company.
Insolvency pay is due and payable only after opening of the insolvency proceedings. Therefore, it is often pre-financed by a bank that purchases the salary claims.
Rescue and insolvency procedures
Protective shield proceeding (preparation of restructuring)
Objective. The objective of a protective shield proceeding (section 270b, German Insolvency Code) is to give the debtor an opportunity to develop an insolvency plan to be implemented in a subsequent insolvency plan proceeding, while enjoying protection from foreclosure from creditors. A protective shield proceeding allows for the development and submission of an insolvency plan (see below, Insolvency plan proceeding (Insolvenzplanverfahren)).
Initiation. Only the debtor can apply for a protective shield proceeding. In addition to the application, the debtor must submit a statement of reasons from a person experienced in insolvency matters. This person does not need to be an insolvency administrator or lawyer. The statement should confirm:
The debtor's imminent illiquidity or the debtor's over-indebtedness.
That the debtor is not already illiquid.
That the envisaged restructuring has prospects of success.
A protective shield proceeding also requires the debtor to file an application for personal management. In this case, the company retains the authority to manage and dispose of assets (section 270, German Insolvency Code).
Substantive tests. An application can be filed if the debtor's illiquidity is imminent or if the debtor is over-indebted. However, the debtor will be unable to file an application if it is already illiquid (see below, Insolvency proceeding: substantive tests).
Consent and approvals. The insolvency court decides whether to:
Set the debtor a deadline for developing and submitting an insolvency plan (though the insolvency plan can also be submitted after expiry of the deadline, when insolvency proceedings have been opened).
Appoint a preliminary custodian. The insolvency court may appoint a preliminary custodian other than the one proposed by the debtor, but only if the proposed person is not suitable to serve as custodian.
The insolvency court must revoke the protective shield proceeding before the deadline for developing and submitting an insolvency plan expires if one of the following applies:
The envisaged restructuring no longer has prospects of success.
The provisional creditors' committee requests that the order be revoked.
A creditor applies for cancellation, no preliminary creditors' committee has been appointed and there are known circumstances which make it likely that the deadline will be detrimental to the creditors.
Supervision and control. During a protective shield proceeding, the company will manage and dispose of the insolvency estate under the supervision of a preliminary custodian. The insolvency court supervises the preliminary custodian. In practice, insolvency courts are reluctant to exercise their supervisory authorities. The members of the preliminary creditors' committee assist and supervise the debtor in the management of the company.
Protection from creditors. On receiving an application, the insolvency court will terminate any foreclosure proceeding against the debtor.
Length of proceeding. On receiving the application, the insolvency court will set a deadline for the submission of an insolvency plan. The time period for submitting the insolvency plan must not exceed three months.
Under certain circumstances (see above, Consent and approvals), the insolvency court can revoke the protective shield proceeding before the deadline for developing and submitting an insolvency plan expires.
Conclusion. The company retains the authority to manage and dispose of the assets. The company does not cease to exist. On receiving a debtor's application, the insolvency court will also order that the debtor can enter into engagements with effect for the insolvency estate. This is important because liabilities of the insolvency estate must be fully paid in the ensuing insolvency proceeding (see insolvency estate creditors, Question 2).
After revoking the protective shield proceeding, or after the deadline for developing and submitting an insolvency plan has expired, the insolvency court will decide whether to open an insolvency proceeding.
If the insolvency court decides to open an insolvency proceeding, this can take the form of either a standard insolvency proceeding (see Question 7) or an insolvency plan proceeding (see below, Insolvency plan proceeding ( Insolvenzplanverfahren)) (with or without personal management).
The insolvency court is not bound by the debtor's proposals. However, if the debtor succeeds in developing and submitting an insolvency plan (or, at least, a draft insolvency plan) before the deadline, it is likely that the insolvency court will open an insolvency proceeding:
With personal management.
In the form of an insolvency plan proceeding.
Insolvency plan proceeding (Insolvenzplanverfahren)
Objective. An insolvency plan proceeding is a special type of insolvency proceeding which allows for different ways of using all the debtor's assets and distributing them among the creditors (section 217, German Civil Law Code). The objective of an insolvency plan proceeding is to find the best solution for all parties involved and to make that solution binding on all parties, without being subject to the rigid provisions applicable to a regular insolvency proceeding (see Question 8, Insolvency proceeding).
An insolvency plan proceeding aims for higher payments to creditors in settlement of their insolvency claims than they would receive in a regular insolvency proceeding. Insolvency creditors may also receive payment sooner, depending on the terms of the insolvency plan.
An insolvency plan proceeding allows for:
Shares of the insolvent company to be transferred to third parties.
Debt-equity swaps, including an increase or decrease of the registered capital, payment of non-cash contributions, exclusion of subscription rights or payment of settlements to existing shareholders.
There is an exception from the strict capitalisation provisions. If a debt-equity swap is carried out in an insolvency plan proceeding, the debtor cannot claim for payment against prior creditors (new shareholders) arguing that non-cash contributions were overvalued.
An insolvency plan proceeding is particularly suitable if the company is to be preserved as a legal entity. Preservation of the legal entity is sensible if the insolvent company holds favourable contracts that a purchaser could not easily procure in an asset deal. For example, in a long-term lease agreement (where the insolvent company operates its business on leased premises), the insolvency administrator cannot sell the lease agreement to an investor as part of an asset deal, because a transfer of the lease agreement to a different tenant is subject to the lessor's consent. The lessor cannot be forced to accept a new tenant and cannot prevent the company from continuing to perform under the lease agreements.
Preservation of the legal entity is also sensible if the insolvent company, for example, holds a securities exchange admission. The insolvency administrator cannot transfer the securities exchange admission to an investor as part of an asset deal. The insolvency administrator only has the power to sell the company's assets. It has no authority to sell the company's shares.
Initiation. The procedure is initiated when the debtor and the insolvency administrator submit an insolvency plan to the insolvency court (section 218, German Insolvency Code). The debtor should informally discuss the draft insolvency plan with the most important creditors before submitting the plan to the insolvency court. If possible, the debtor should also file an application for personal management (see Question 7, Insolvency proceeding: Initiation).
In some cases, it is recommended that the debtor submits a draft insolvency plan to the insolvency court at the time the insolvency petition is filed (pre-packaged insolvency plan).
It is also possible to submit an insolvency plan during or after a protective shield proceeding. A protective shield proceeding is no prerequisite for an insolvency plan.
The creditors cannot submit an insolvency plan to the insolvency court. The creditors at a creditors' assembly can (with a majority of the claims represented (section 76, German Insolvency Code)) request the insolvency administrator to develop an insolvency plan (section 157, German Insolvency Code).
Substantive tests. The substantive tests are the same as for a regular insolvency proceeding (see Question 7, Insolvency proceeding: Substantive tests).
Consent and approvals. The following consents and approvals apply:
The insolvency court first reviews whether the draft insolvency plan complies with applicable law (section 231, German Insolvency Code).
The creditors then vote on the insolvency plan (section 235, German Insolvency Code). The insolvency plan is subject to the creditors' consent and must be approved by a majority (in terms of the number of creditors and the amounts of their claims) of each creditor group. If one or more groups do not approve the plan, constructive approval may apply within narrowly defined limits.
The insolvency court approves the insolvency plan.
Shareholders cannot prevent the transfer of the company's shares if the transfer is pursuant to an insolvency plan or implemented due to capital measures.
Individual creditors cannot delay an insolvency plan proceeding by filing appeals. If the insolvency plan places the creditor in a position less favourable than the position he would have been in the event of an insolvency proceeding, and the insolvency plan makes funds available to compensate the creditor, this creditor must file a separate legal action to determine whether he is entitled to payment of these funds.
Supervision and control. The insolvency plan can provide that implementation of the insolvency plan is subject to supervision by the insolvency administrator (sections 260 and 261, German Insolvency Code).
Protection from creditors. This is the same as in a regular insolvency proceeding (see Question 7, Insolvency proceeding: Protection from creditors).
Length of procedure. An insolvency plan proceeding can be concluded more quickly than a regular insolvency proceeding. An insolvency plan proceeding can last from a few months to a few years.
Conclusion. Insolvency plan proceedings have several effects:
Effects of the insolvency plan. The insolvency plan's effects depend on the plan's specific provisions:
in terms of paying off creditors, insolvency plans often provide for creditors to receive payment for a certain quota of their insolvency claims;
in terms of the company's restructuring, an insolvency plan can provide for:
an investor to make funds available to the company for restructuring purposes or to pay creditors; and
that investor to receive shares of the company (for example, by share transfer or capitalisation measures).
Employment agreements, insolvency pay and bilateral contracts. The same considerations apply as for regular insolvency proceedings (see Question 7, Insolvency proceeding: Conclusion).
An insolvency proceeding is concluded when the insolvency plan is confirmed by a final and conclusive decision of the insolvency court. The insolvency plan may provide that the settlement of the creditors' claims in accordance with the insolvency plan must continue to be monitored after the insolvency proceeding is terminated.
Non-insolvency restructuring
Non-insolvency restructuring can take many different forms.
Non-insolvency restructurings are permitted provided there is no obligation to file an insolvency petition. Some examples include:
Negotiation of payment deferments. In many cases, it is necessary to negotiate payment deferments and partial waivers with creditors. Negotiations are frequently informal. Non-insolvency restructuring should not be limited to finance measures. For restructuring to be economically successful, there must generally also be operational restructuring measures.
Trustee relationship. In some cases, a trustee relationship may be an alternative to insolvency. A trustee relationship requires a contract (such as a trust agreement or a restructuring agreement). In a trustee relationship, the shares of the company in crisis are transferred to a trustee (usually called "trust GmbH"). The trustee becomes the full legal owner and can enter into transactions with third parties. The trustee holds the shares for both the (old) shareholders and the creditors (banks).
The creditors defer payment of their claims and receive rights of their own, such as:
Rights to disclosure.
Rights to share in any exit proceeds.
As a general rule, the shares are sold to the highest bidder in a structured M&A process. The trust/restructuring agreement will stipulate the following:
The dates of share sales.
Any applicable minimum sales prices.
The supervision of the trustee.
The distribution of proceeds (such as a cascade model, waterfall and so on).
The proceeds from a successful restructuring primarily flow to the creditors. The (old) shareholders may share in restructuring proceeds by collecting surplus proceeds or retaining minority shares, and through share retransfers or call options.
Insolvency proceeding
Objective. The objective of an insolvency proceeding is to liquidate the debtor's assets in an orderly fashion and pay all creditors equally (section 1, German Insolvency Code). The debtor's assets are sold and the proceeds are paid to the creditors.
Initiation. To initiate an insolvency proceeding, an insolvency petition must be filed with the insolvency court (section 13, German Insolvency Code). The petition can be filed by:
The debtor (section 13, German Insolvency Code).
In the case of legal entities (for example, a limited liability company (Gesellschaft mit beschränkter Haftung) (GmbH) or stock corporation (Aktiengesellschaft) (AG)), each officer or director (for example, the managing director or a management board member) individually (section 15, German Insolvency Code).
If a legal entity has no managing director or management board, by any shareholder or, in case of an AG, any member of the supervisory board (section 15, German Insolvency Code).
A creditor, provided that the creditor has a legal interest in the opening of an insolvency proceeding (sections 13 and 14, German Insolvency Code). The creditor must submit prima facie evidence of his claim and the grounds for the opening of the insolvency proceeding.
If there are grounds to open the insolvency proceeding (see below, Substantive tests), the managing directors of legal entities must file an insolvency petition (section 15a, German Insolvency Code). This must be done without undue delay, but in any case no later than three weeks from the occurrence of circumstances providing grounds for the opening of an insolvency proceeding (section 15a, German Insolvency Code). Any person who fails to comply with this obligation is subject to criminal prosecution (which can result in a monetary fine or imprisonment) (section 15a, German Insolvency Code) and is personal liable towards the insolvency estate for payments made by the legal entity to third parties (with limited exceptions) (Question 9).
An insolvency proceeding can be opened in relation to the assets of any natural person or legal entity (including a GmbH, AG, general partnership (offene Handelsgesellschaft) and limited partnership (Kommanditgesellschaft)).
In most cases the insolvency court initially appoints a preliminary insolvency administrator (sections 21 and 22, German Insolvency Code). If so, the insolvency court will usually only open an insolvency proceeding about two to three months after the appointment of the preliminary insolvency administrator. This is because insolvency pay may apply and be pre-financed (see Question 5, Insolvency pay).
The insolvency petition can be withdrawn until the insolvency proceeding is opened or the insolvency petition is denied by a final and conclusive court judgment (section 13, German Insolvency Code).
If the debtor has filed an insolvency petition and its illiquidity is only imminent, and it has applied for personal management but the insolvency court views the requirements for personal management to not be satisfied, the insolvency court must notify the debtor and provide an opportunity for the debtor to withdraw the petition before a decision is made regarding the opening of an insolvency proceeding (section 270a, German Insolvency Code).
Substantive tests. The insolvency court will open an insolvency proceeding if the debtor's assets are expected to cover the costs of the insolvency proceeding or if a third party advances funds sufficient to cover the costs, and if one of the following grounds applies:
Illiquidity (section 17, German Insolvency Code). A debtor is illiquid if he is unable to meet his payment obligations when due. The following are not taken into consideration:
minor cash flow shortages. This occurs if the shortfall is less than 10% (that is, the cash available covers at least 90% of the obligations due) and if there is no apparent trend towards a larger cash flow shortage;
short-term payment problems. This occurs if the shortfall is more than the 10% cash flow shortage (see above), but is resolved within a maximum of three weeks.
Payment obligations not yet due are not taken into consideration when reviewing whether the company is illiquid. Payment obligations are not yet due if they:
involve deferred obligations or obligations for which existing payment deadlines have not yet passed; or
are due under civil law but the creditor has consented to deferred or subordinated payment at least de facto (that is, with or without intent to be legally bound). Whether a creditor has consented to deferred or subordinated payment of his claim should not be assumed without careful consideration.
A debtor company is generally assumed to be illiquid if it has already stopped making payments.
Imminent illiquidity (section 18, German Insolvency Code). A debtor can file an insolvency petition if illiquidity is imminent. In this exceptional case, failure to file an insolvency petition is not subject to criminal prosecution.
Over-indebtedness (section 19, German Insolvency Code). If a legal entity is involved, over-indebtedness can be grounds on which to open an insolvency proceeding. Over-indebtedness occurs if assets no longer cover liabilities, unless the circumstances indicate that the company is more likely to survive than not (section 19, German Insolvency Code). A probability of more than 50% is required for a company's financial strength to be sufficient for its survival. The company is "more likely to survive than not" if a forecast shows that the company's financial strength is likely to be sufficient for its survival. The time period to be examined usually covers the current fiscal year and subsequent fiscal year. The forecast for this period must be made on the basis of cash flow and earnings projections, based on facts, made in accordance with accepted business management principles. Section 19 of the German Insolvency Code has been amended several times in the previous years. We do not expect an amendment within the next few years.
Consent and approvals. The insolvency court decides whether to open an insolvency proceeding and whether to appoint an insolvency administrator.
Under certain conditions, the insolvency court has to appoint a preliminary creditors' committee and provide the committee with the opportunity to state its position regarding the proposed insolvency administrator before he is appointed (unless this would result in a substantial adverse change in the debtor's financial position). If the preliminary creditors' committee makes a unanimous proposal for an insolvency administrator, the insolvency court can only ignore this if he is not suitable to serve as an insolvency administrator.
The creditors can vote for a new insolvency administrator at the first creditors' assembly (section 57, German Insolvency Code), but this rarely happens. The new insolvency administrator must be approved by a majority (in terms of the number of creditors and the amounts of their claims).
Particularly important legal acts of the insolvency administrator (for example, a sale of the business as a whole) are subject to the consent of the creditors' committee (or, if no creditors' committee has been created, the creditors' assembly) (section 160, German Insolvency Code). If the insolvency administrator carries out important legal acts without the requisite consent, these acts still have legal effect.
At the creditors' assembly, the creditors can decide whether to shut down the company or carry on the company's business on a temporary basis (section 157, German Insolvency Code).
Supervision and control. The insolvency court supervises the insolvency administrator (section 58, German Insolvency Code). In practice, insolvency courts are reluctant to exercise their supervisory authorities. The creditors' assembly has a right to disclosure and to receive reports from the insolvency administrator (section 79, German Insolvency Code).
Supervision and control also depends on whether or not the insolvency proceeding is preliminary. In preliminary insolvency proceedings, the insolvency administrator generally has fewer powers and authorities than an insolvency administrator. A preliminary insolvency administrator generally only has the right to approve or reject asset transfers by the debtor, but no authority to manage or dispose of the debtor's assets.
However the major decisions affecting a subsequent insolvency proceeding are in many cases already made during the preliminary insolvency proceeding. For example, the preliminary insolvency administrator often negotiates an agreement for the sale of the business with a prospective purchaser during the preliminary insolvency proceeding, to save time. The insolvency court usually later appoints the same person as insolvency administrator. Then, he signs the purchase agreement.
The insolvency court can decide not to appoint an insolvency administrator and instead order the company to manage and dispose of the insolvency estate under the supervision of a custodian (personal management) (section 270, German Insolvency Code). If so, the company directors continue to have full authority to manage the company. In this case, the insolvency court appoints a custodian in lieu of an insolvency administrator, but in general, this custodian has only supervisory authority.
Personal management is ordered on application, provided there are no known circumstances which are likely to disadvantage the creditors.
Protection from creditors. The protections available depend on whether or not the proceedings are preliminary:
Preliminary insolvency proceeding. The insolvency court usually orders that any asset transfers by the debtor are invalid unless approved by the preliminary insolvency administrator (section 21, German Insolvency Code). In addition, the insolvency court usually prohibits or terminates any foreclosure proceeding against the debtor.
Insolvency proceeding. Creditors cannot foreclose on a debtor's assets during an insolvency proceeding (section 89, German Insolvency Code). Creditors can enforce their insolvency claims only in accordance with the provisions governing insolvency proceedings (section 87, German Insolvency Code).
Length of procedure. For medium-sized or large companies, the average length of insolvency proceedings is four to eight years, but the period is not defined by law.
Conclusion. Insolvency proceedings have several effects:
Authority to manage and dispose of assets. When insolvency proceedings are opened, the authority to manage and dispose of the assets of the insolvency estate generally transfers to the insolvency administrator (sections 80 and 81, German Insolvency Code). The only exception applies in the case of personal management, where the debtor retains the authority to manage and dispose of assets (section 270, German Insolvency Code).
Survival of the company. The company is dissolved when insolvency proceedings are opened, but it does not cease to exist and the shares survive. The shareholders can continue to adopt resolutions (for example, to remove managing directors or appoint new managing directors). However, they cannot influence the insolvency administrator.
Employment agreements. Employment agreements continue to be effective when insolvency proceedings are opened. However, the insolvency administrator and the employees can terminate employment agreements at the end of each month, on three months' prior notice (unless a shorter notice period applies), regardless of any:
agreed contract term;
exclusion of the right to terminate without cause.
Employees' salary claims that accrued before opening of the insolvency proceedings are insolvency claims.
Insolvency pay. In certain circumstances, the Federal Agency for Employment pays insolvency pay (see Question 5, Insolvency pay). The insolvency estate must pay salaries for the time period after opening of insolvency proceedings.
Transfer of employment agreements. If the insolvency administrator sells the company as a whole (asset deal), the company's employment agreements transfer to the purchaser (section 613a, German Civil Law Code). There are different ways of structuring the transfer of employees with the assistance of employment services companies and job training companies (Beschäftigungs- und Qualifizierungsgesellschaften).
Bilateral contracts. A business partner of the debtor cannot terminate bilateral contracts on the grounds that insolvency proceedings have been opened. However, a business partner can demand pre-payment.
After the insolvency administrator has distributed the available assets to the creditors, the insolvency court will conclude the insolvency proceeding. If the company no longer has any assets, the company will cease to exist as soon as the extinction of the company is recorded in the Commercial Register (Handelsregister).
Stakeholders' roles
Normally, the insolvency administrator is the key player in an insolvency proceeding. Generally, only creditors can have certain co-determination rights. Shareholders have no co-determination rights in a regular insolvency proceeding.
Influence on outcome of procedure
Stakeholders can have a practical influence on the type of procedure used:
Protective shield proceeding. Since a protective shield proceeding can only be applied by the debtor, the debtor has most significant influence on the initiation of a protective shield proceeding.
Shareholders have indirect influence on the initiation of a protective shield proceeding because they can, before the insolvency court granted a protective shield proceeding, instruct the debtor's management to apply for a protective shield proceeding, or exchange the debtor's management. The stakeholders do not have to approve to the protective shield proceeding.
Insolvency plan proceeding. Since the debtor is authorised to submit an insolvency plan, the debtor can have an influence on the procedure. Although the creditors are not authorised to submit an insolvency plan, they have the most significant influence because they vote on the insolvency plan. The chances that the creditors will approve the insolvency plan increase if:
the debtor informally discusses the draft insolvency plan with the most important creditors;
amends are made to the draft insolvency plan in a constructive way.
An insolvency plan proceeding can provide for both recovery by creditors and for debtor rehabilitation. An insolvency plan will not place the creditors in a position less favourable than the position they would have been in the event of an insolvency proceeding.
Insolvency proceeding. These are usually governed by the insolvency administrator. The insolvency court is competent to decide who will become insolvency administrator. In most cases, the insolvency court will appoint an insolvency administrator who did good work in previous insolvency cases and who is well known by the insolvency court. Although the debtor can suggest an insolvency administrator, the insolvency court is not obliged to follow these suggestions.
Creditors have some influence on the insolvency administrator, and in rare cases they will succeed against the insolvency court. If the preliminary creditors' committee makes a unanimous proposal for an insolvency administrator, the insolvency court can only ignore this if he is not suitable to serve as an insolvency administrator.
Also, the creditors can choose a new insolvency administrator at the first creditors' assembly.
The stakeholders do not have to approve to an insolvency proceeding.
Insolvency proceedings only provide for recovery by creditors, not for debtor rehabilitation.
If a company is insolvent, its managing director is generally not liable for the company's debts (either towards the insolvency estate or towards the creditors).
However, there are numerous liability risks for a managing director:
Suretyship, guarantee, or other contractual obligation. A managing director is liable for a company's obligations towards the insolvency estate and/or the creditors if (and as far as) he assumed personal liability contractually, for example, under a suretyship contract, or a guarantee.
Liability for payments made after illiquidity or over-indebtedness. A managing director of a company is liable to the insolvency estate for any payments made by the company to third parties after the company has become illiquid or over-indebted (section 64, German Limited Liability Companies Act; section 92, German Stock Companies Act). The insolvency administrator can bring a claim against the managing director to recover the money paid. In the event of insolvency, this liability risk often materialises, and the payments made by the company add up to a high amount to be paid by the managing director.
The background for this liability is that on illiquidity or over-indebtedness, the managing directors must file an insolvency petition without undue delay (at the latest, three weeks after the commencement of illiquidity or over-indebtedness). The liability for payments made after illiquidity or over-indebtedness is subject to limited exceptions (for example, if payment is absolutely necessary to prevent major losses or to pay tax obligations or employees' social security premiums).
Liability for payments to shareholders resulting in illiquidity or over-indebtedness. A managing director is liable to the insolvency estate for payments made to shareholders if the payments would necessarily result in the company being illiquid.
Delayed filing of insolvency petition. If a managing director fails to file an insolvency petition without undue delay, he is liable for both payments made after illiquidity or over-indebtedness and any decreases in insolvency quotas.
Preservation of capital. A managing director is liable towards the insolvency estate for unlawful repayments of capital. Exceptions apply if payment is made under a profit transfer agreement covered by a collectible claim for performance or repayment against the shareholder or made in respect of repayment of a shareholder loan.
Duties of care. A managing director is liable to the insolvency estate if he fails to act with due care in managing the company's affairs. For example, a managing director must:
comply with applicable laws and the provisions of the memorandum and articles of association (Satzung);
ensure the proper organisation of the company, including compliance of the company with applicable laws;
carefully prepare all business decisions (business judgment rule).
Embezzlement. A managing director is liable to the insolvency estate for any embezzlement of the company's assets. He is also liable if he misappropriates any assets included in the insolvency estate after the company becomes imminent illiquid or becomes illiquid or becomes over-indebted.
Tort. A managing director can be liable to the insolvency estate and/or creditors for intentional damage contrary to public policy. A person who, in a manner contrary to public policy, intentionally inflicts damage on another person or company is liable to the other person or company to make compensation for the damage.
Liability for tax obligations. A managing director is liable to the tax authorities for any failure of the company to settle tax obligations when due, if he acted wilfully or through gross negligence.
Non-payment of employees' share of social security premiums. A managing director is liable towards the social insurance for any failure of the company to pay employees' share of social security premiums. Social security premiums are shared by the employee and the employer. Nevertheless, the employer has to make direct payment of the employees' share. A managing director is not liable for non-payment of employers' share.
Deception regarding illiquidity. A managing director is liable towards a contract partner if the contract partner (for example, a supplier) is deceived about the company's illiquidity.
The partners (for example, of a general partnership, or of a non-trading partnership under the German Civil Code) are personally liable for all of the partnership's obligations, unless partners' liability is lawfully limited (such as for a limited partner in a limited partnership and in a limited professional liability partnership).
Parent entity (domestic or foreign)
If a subsidiary (for example, a limited liability company or a stock corporation) is insolvent, the parent entity (domestic or foreign) is not liable for the subsidiary's debts.
However, there are some liability risks for the shareholder:
No statutory limitation of liability. A shareholder is liable for all of the company's obligations if the liability of shareholders is not limited by law. Liability of shareholders is not limited by law, for example, in the case of a general partnership, a non-trading partnership under the German Civil Code, or a limited partnership for its general partner.
Suretyship, guarantee, " hard" letter of comfort, or other contractual obligation. A shareholder is liable for a company's obligations if and as far as he assumed liability contractually (for example, under a suretyship contract, a guarantee, or a "hard" letter of comfort (that is, a letter of comfort that is legally binding)).
Capital contributions. A shareholder is liable for the payment of capital contributions. A shareholder must pay the nominal capital for his share.
Preservation of capital. Shareholders are liable if either:
in the case of an stock corporation, paid capital contributions are repaid to them; or
in the case of a limited liability company, assets necessary for the preservation of the registered share capital (Stammkapital) are distributed.
Intercompany agreements (control and/or profit and loss transfer agreements) . If there is an intercompany agreement (control and/or profit and loss transfer agreement), the controlling party is liable towards the insolvency estate of the controlled company for any net losses of the controlled company prior to opening of insolvency proceedings. These agreements usually automatically terminate if one of the parties becomes insolvent (with exceptions in case of self-administration).
The controlling party is also liable for any net losses of the controlled company prior to opening of insolvency proceedings if the financial statements are missing or void. A financial statement is void if it infringes upon provisions protecting creditors of the company (for example, valuation rules). If a financial statement is missing or void, the insolvency estate will prepare a new financial statement. Usually, this new financial statement will show higher losses than the void financial statement. Based on the new financial statement, the insolvency estate will calculate the (usually higher) net losses to be paid by the controlling party.
Setting aside transactions. A shareholder can be liable towards the insolvency administrator according to the provisions of pre-insolvency transactions, especially for repayments of shareholder loans within one year before the insolvency petition (see Question 10).
Tort. Anyone, including a shareholder and a parent entity, can be liable for intentional damage contrary to public policy. Anyone who, in a manner contrary to public policy, intentionally inflicts damage on another person or company is liable to the other person or company to make compensation for the damage. A shareholders is, for example, liable for interventions jeopardising the existence of the company (existenzvernichtender Eingriff). If the intervention results in the company's insolvency, there must be a substantial removal of assets in disregard of the interests of creditors.
Other party
Liability risks for third parties include:
Suretyship, guarantee, or other contractual obligation. A third party is liable for a company's obligations if and as far as it assumed liability contractually (for example, under a suretyship contract, or a guarantee).
Setting aside transactions. A third party can be liable towards the insolvency administrator, according to the provisions of pre-insolvency transactions (see Question 10).
De facto managing director. A third party can be liable towards the insolvency estate in the same way as a managing director if the third party acts as a de facto managing director. Only natural persons can be de facto directors. A person will be considered to be a managing director if, for example, the person acts like a managing director of the company while representing the company externally.
Tort. A third party can be liable for intentional damage contrary to public policy. A person who, in a manner contrary to public policy, intentionally inflicts damage on another person or company is liable to the other person or company to make compensation for the damage.
Setting aside transactions
Challenging pre-insolvency transactions
It is possible to challenge pre-insolvency transactions (section 129, German Insolvency Code). The laws governing the voidability of pre-insolvency transactions are intended to ensure that all creditors receive equal treatment. The objective is to reverse any asset transfers detrimental to insolvency creditors.
Insolvency administrator' s authority. The insolvency administrator (or, in case of personal management, the custodian) has authority to challenge pre-insolvency transactions. A legal action (for example, a collection action) must be filed with a civil court.
Detrimental legal act. Generally, pre-insolvency transactions can be challenged on the grounds that there was a legal act that is detrimental to creditors (section 129, German Insolvency Code). A legal act is detrimental if creditors would have received greater payments on their claims than if the legal act had not taken place.
Examples of voidable pre-insolvency transactions. The insolvency administrator can challenge any of the following transactions, without limitation:
Payments of due obligations made within three months of the insolvency petition, if the recipient knew that the company was illiquid (congruent coverage) (section 130, German Insolvency Code).
Payments made within three months of the insolvency petition without entitlement of the creditor to such payment, or to the kind or date of such payment, if the creditor was aware of the disadvantage to the insolvency creditors arising from such payment on its date (incongruent coverage) (section 130, German Insolvency Code).
Payments that the company made to repay a shareholder loan (or equivalent claim) within one year before the insolvency petition (section 135, German Insolvency Code).
A shareholder, who provided a security or was liable as guarantor, shall return the benefit which was granted to the third party to the insolvency administrator, if the company paid back a loan to the third party within one year before the insolvency petition (section 135, German Insolvency Code).
Any unpaid services that the company rendered up to four years before the insolvency petition (gratuitous benefit) (section 134, German Insolvency Code).
Payments made within ten years before the insolvency petition with the intent to cause detriment to creditors, provided that special subjective elements are satisfied (wilful disadvantage) (section 133, German Insolvency Code).
Cash transaction exception. Performance by a debtor for which the debtor directly received equivalent consideration cannot be challenged (cash transaction exception) (section 142, German Insolvency Code) (for example, a fair purchase agreement, that is, an exchange of equivalent consideration concurrently or with only minor time delay). However, this exception does not apply if the transaction is intended to cause detriment to creditors, for example if assets are sold below market value.
Limitation. The limitation period for challenging pre-insolvency transactions expires at the earliest at the end of the third calendar year after the insolvency petition was filed (section 146, German Insolvency Code and sections 195 and 199, German Civil Law Code).
Third parties' rights
Generally, an insolvency administrator can only challenge a pre-insolvency transaction in relation to the recipient of the payment or services. The insolvency administrator can only challenge a pre-insolvency transaction in relation to a recipient's legal successor in exceptional cases (for example, if the legal successor knew at the time of the purchase of the circumstances providing grounds for challenging the recipient's purchase) (section 145, German Insolvency Code).
Carrying on business during insolvency
Insolvency proceeding. When an insolvency proceedings is opened, the insolvency administrator can, among other things, sell the company's assets and litigate disputes (sections 80 and 81, German Insolvency Code). The managing directors of the company remain in office, but no longer have any powers or authorities.
The creditors can, at the creditors' assembly, decide whether the company will continue to carry on business during an insolvency proceeding. The insolvency administrator must comply with the creditors' decision (section 157, German Insolvency Code). The insolvency administrator can continue to operate the company's business, but only to a certain extent. For example, he cannot continue to run the business if there are no funds to pay the employees. In this case, the creditors are, by operation of law, precluded from deciding that the company's business should continue. The creditors' decision is therefore in many cases dictated by the factual circumstances.
Personal management. If the insolvency court grants an application for personal management, a custodian (Sachverwalter) with supervisory responsibilities can be appointed (section 270, German Insolvency Code) (rather than an insolvency administrator). The company's managing directors have continued authority to manage the company. They manage the company's business.
See above, Circumstances.
Intellectual property licences
The continuation of an intellectual property licence depends on which party to the licence agreement is insolvent:
Insolvency of the licensee. The license agreement will initially continue to be effective. However, the insolvency administrator has a statutory right to choose whether or not to continue to perform agreements (section 103, German Insolvency Code). The insolvency administrator also has a choice whether or not to perform license agreements. The choice of performance cannot be excluded in the license agreement.
Insolvency of the licensor. The license agreement likewise initially continues to be effective. In this case, the insolvency administrator has the right to choose whether or not to continue to perform the license agreement. The choice of performance cannot be excluded in the license agreement (except for narrowly defined exceptions). Therefore the current law is not favourable to licensees.
Additional finance
Multinational cases
The principle of universality applies in insolvency proceedings. Therefore, insolvency proceedings relate to all of the debtor's assets (regardless of their location) and apportion the assets among all creditors (regardless of their residence) under uniform liability rules. Insolvency proceedings in other jurisdictions are therefore automatically recognised in Germany (with a public policy exception).
Concurrent proceedings
German courts co-operate in relation to publication and registration obligations in concurrent proceedings.
International treaties
Regulation (EC) 1346/2000 on insolvency proceedings (Insolvency Regulation) applies. There are proposals to revise the Insolvency Regulation (see Question 14, European law).
Procedures for foreign creditors
Foreign creditors can participate in German insolvency proceedings in the same way as German creditors do.
Setting aside transactions
On 16 March 2015, the Federal Ministry of Justice provided a draft bill for a law amending the regulations concerning actions to set aside wilful disadvantages. The German courts have extended the regulations concerning wilful disadvantages too far, and the repayment of revenues generated over several years can lead to subsequent insolvencies, causing widespread uncertainty for financial planning. The draft bill aims to address this issue and the current period of ten years will, under certain circumstances, be reduced to four years. The law is expected to come into force during 2015.
German group insolvency law
The German legislature is expected to reform group insolvency law. This is intended to prevent corporate groups from falling apart uncontrollably in insolvency and to preserve the chances of restructuring.
On 3 January 2013 the Federal Ministry of Justice published a draft bill for a law facilitating the management of corporate group insolvencies. The draft bill creates a new group venue for corporate group insolvencies and generally relies on co-ordination and co-operation. The draft bill is still under discussion and is expected to become law before the end of 2015.
Under the current law, separate insolvency courts may be competent for several group companies. If several affiliates of a group are insolvent, it is possible that a different insolvency administrator will be appointed for each of them. This creates a risk that different insolvency administrators can pursue different strategies or even work in opposition to one another.
European law
On 12 December 2012, the European Commission presented a proposal (COM(2012)0744) to amend the Insolvency Regulation. The objective of this revision is to improve the efficiency of the European framework for resolving cross-border insolvency cases. The proposals include plans to:
Co-ordinate insolvency proceedings concerning different members of the same group of companies.
Extend the scope of the Regulation by revising the definition of "insolvency proceedings" to include:
hybrid proceedings and pre-insolvency proceedings;
debt discharge proceedings; and
other insolvency proceedings for natural persons which currently do not fit into the definition.
Clarify the jurisdiction rules and improve the procedural framework for determining jurisdiction.
Provide a more efficient administration of insolvency proceedings by enabling the court to refuse the opening of secondary proceedings where it is not necessary to protect the interests of local creditors.
Require member states to publish the relevant court decisions in cross-border insolvency cases in a publicly accessible electronic register.
The regulation applies whenever the debtor has assets or creditors in more than one member state in order to clarify the jurisdiction rules and improve the procedural framework for determining jurisdiction. The main proceedings must be opened in the member state where the debtor has its centre of main interests (COMI) (which has been interpreted by case law to date). The effects of the proceedings are recognised throughout the EU. Secondary proceedings can be opened where the debtor has an establishment, but the effects of these proceedings are limited to the assets located in that state.
On 5 February 2014, the European Parliament adopted its position at the first reading of the proposal (COM(2012)0744) and communicated it to the Council. Amendments include:
Changes for group insolvency.
Restrictions of forum shopping by suspect period (periode suspecte).
On 12 March 2014, the European Commission recommended several aspects to harmonise national insolvency law throughout the member states of the EU (C(2014)1500). According to the recommendation:
The national law should allow restructuring without formal insolvency proceedings (although a plan to restructure the debtor should be confirmed by a court).
Entrepreneurs should have the chance for a fresh start after three years.
However, under Article 288 section 5 of the Treaty of the functioning of the European Union, EU recommendations and opinions have no binding force.
Online resources
German Insolvency Code (German version)
W www.gesetze-im-internet.de/inso/BJNR286600994.html
Description. Website maintained by the German ministry of justice and by juris. This website is up-to-date.
German Insolvency Code (English version)
W www.gesetze-im-internet.de/englisch_inso/englisch_inso.html
Description. Website maintained by the German ministry of justice and by juris. This website is up-to-date. English translation is for guidance only.
Contributor profiles
Georg Streit
Heuking Kühn Lüer Wojtek
E email@example.com
W www.heuking.de
Professional qualifications. Germany, 1998
Areas of practice. Restructuring; corporate/M&A.
Recent transactions
Advising shareholders of distressed companies.
Advising private equity firms in connection with restructurings of the liabilities of portfolio companies.
Advising in protective shield proceedings and insolvency plan proceedings.
Advising financial investors interested in acquiring distressed companies, and strategic buyers.
Recent transactions. Advising automotive supplier Neumayer Tekfor in protective shield proceedings and insolvency plan proceedings
Languages. German, English
Professional associations/memberships
Lecturer for Insolvency Law and Corporate Restructurings at University of Mannheim (since 2003), Honorary Professor (2009).
Center for Insolvency Law and Restructurings of the University of Mannheim (ZIS).
Gesellschaft für Restrukturierung - TMA Deutschland e.V.
Arranging and implementing restructurings, Interview in INDat-Report, February 2014.
Protective shield proceedings in practice, newsletter 2/2012, 9th Handelsblatt Jahrestagung Restrukturierung, page 7.
Successful restructuring – Most suitable before insolvency, Der Betrieb Nr. 13, 02 April 2010, pages 31-32.
Fabian Bürk
Heuking Kühn Lüer Wojtek
E firstname.lastname@example.com
W www.heuking.de
Professional qualifications. Germany, 2005
Areas of practice. Restructuring; corporate/M&A.
Recent transactions
- Advising shareholders of distressed companies.
- Advising managing directors against claims of insolvency administrators.
- Advising automotive supplier Neumayer Tekfor in protective shield proceedings and insolvency plan proceedings.
Languages. German, English
Professional associations/memberships
- Work Group on Insolvency Law and Restructurings of the German Bar Association.
- International Bar Association (IBA).
- Insolvency-proof nature of licenses in the insolvency of the licensor, newsletter June, 2012, practice group IP, Media & Technology, page 17 ff., Streit/Bürk.
- Altered circumstances for distressed M&A by ESUG, Newsletter April 2012, Practice Group Corporate/M&A, page 2 ff., Streit/Bürk.
- Management director's liability in insolvency, Der Betrieb 2008, page 742 ff., Streit/Bürk.


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The LINGUIST List is dedicated to providing information on language and language analysis, and to providing the discipline of linguistics with the infrastructure necessary to function in the digital world. LINGUIST is a free resource, run by linguistics students and faculty, and supported primarily by your donations. Please support LINGUIST List during the 2016 Fund Drive.
Conference Information
|Full Title:
|Exploring the Periphery
|Bielefeld, NRW, Germany
|Start Date:
|08-Nov-2013 - 09-Nov-2013
|Sarina Schnatwinkel
|Meeting Email:
|click here to access email
|Meeting Description:
|Exploring the Periphery
Perspectives from Applied Linguistics, Language Teaching, Literary and Cultural Studies
November 8-9, 2013 (Bielefeld University, Germany)
This interdisciplinary conference aims at exploring and challenging the concept of periphery from various angles and in different fields of British and American Studies. As the 'writing back' paradigm of Postcolonial Studies illustrates, the concept of periphery still implies the existence of a center that generates and sustains binary oppositions and hierarchical structures. As we experience global migration and transnational mobility, we need to renegotiate the concept of periphery in order to make sense of the newly emergent dichotomies in linguistic, language teaching, cultural and literary spheres.
|Linguistic Subfield:
|Applied Linguistics
|LL Issue:
|Calls and Conferences main page

subset: commoncrawl


text:
|TuxScreen on SourceForge
|TuxScreen CVS
|search the Wiki
|Browsing -> Wiki -> Main -> [uclibc]
|edit, info, topics, orphans, hubs and nodes, or recent changes in the Wiki
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uClibc is the C library used for the software running on the tuxscreen.
uClibc (µClibc) is a C library for developing embedded Linux systems. It is much smaller then the GNU C Library, but nearly all applications supported by glibc also work perfectly with uClibc. Porting applications from glibc to uClibc typically involves just recompiling the source code. uClibc even supports shared libraries and threading. It currently runs on standard Linux and MMU-less Linux (also known as µClinux) systems with support for ARM, i386, h8300, m68k, MIPS, mipsel, PowerPC, SH, SPARC, and v850 processors.
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More New and Used
from Private Sellers
Note: Supplemental materials are not guaranteed with Rental or Used book purchases.
Healthy Back Anatomy
ISBN13:by Striano, Philip
Thunder Bay Press
Questions About This Book?
What version or edition is this?
This is the 1st edition with a publication date of 10/11/2011.
What is included with this book?
- The New copy of this book will include any supplemental materials advertised. Please check the title of the book to determine if it should include any CDs, lab manuals, study guides, etc.
- The eBook copy of this book is not guaranteed to include any supplemental materials. Typically only the book itself is included.
Anyone who's ever had back pain knows how debilitating it can be. From a slight twinge when you walk to an all-consuming ache, it can keep you from working out, working at the office, and even getting out of bed. Luckily, there are ways to both prevent and relieve back pain-and they're detailed in Healthy Back Anatomy. Written by a leading chiropractor, Healthy Back Anatomy features a range of exercises that help strengthen and stabilize the muscles of your back. Each move includes step-by-step instructions, plus full-color photos and anatomical illustrations that let you see how your muscles work. You'll see what muscles you're targeting and learn how to avoid injuring them. And, when you're ready, you'll even have modifications to make the moves harder and challenge yourself further. It's a complete program that includes stretches, balance and posture exercises, and lower back, neck, shoulder, and core exercises, as well as warm-ups and cool-downs. When you're hurting, having a pain-free back can sometimes seem impossible. But with this book, your health is in your hands!
Author Biography
Dr. Philip Striano is the owner of Hudson Rivertowns Chiropractic Health Care in Dobbs Ferry, New York. He is a Certified Chiropractic Sports Physician and a sports injury, exercise, strength and conditioning specialist. He is a graduate of Hackley School and Franklin and Marshall College, where he played both football and lacrosse. He received his Doctor of Chiropractic degree from New York Chiropractic College. He is a Titliest Performance Institute Certified Medical Golf Fitness Instructor and an accomplished amateur golfer. He is a lifelong resident of Irvington, New York, where he lives with his two sons, Christian and Brandon.


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Panthethine Supplement Clinically Proven to Increase HDL-2 (Good) Cholesterol
Panthethine is the biologically active form of pantothenic acid (Vitamin B5). Clinical studies demonstrate pantethine, but not pantothenic acid, can help some individuals break down fatty acids and cholesterol more effectively.
Pantethine, like that found in Cholestoril, is essential for the breakdown of fat into energy. Clinical studies have shown that supplemental pantethine can help some individuals break down triglycerides and cholesterol more efficiently.
* [1] Note: Unless otherwise noted, this product has not been evaluated by the Food and Drug Administration. Our natural products are not intended to diagnose, treat, cure, or prevent any disease.


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Have you ever heard the phrase "needs to cut the umbilical cord" or "apron strings?" Have you ever felt like your argument is not just with your spouse but with mom too? This kind of scenario could be about an unhealthy connection that your spouse has with that parent. Most of the time this presents its self as a subtle, but awkward, connection between a mother and her son.
But believe that this relationship can cause a lot of friction in a marriage. We have all heard of the infamous mom that seems to always rescue their baby boy, even if he is an adult. You find yourself feeling ganged up on, only to also feel like you're the crazy one and begin to question yourself.
Some wonder if this doesn't happen when mom is left with her toddler son, leaving them feeling as if she has no one to lean on or nothing to focus on but this child. They tend become so emotionally and spiritually dependent on each other. As a married adult this becomes an issue when those exact emotions are not transferred to the spouse, at a healthy level of course.
This can create feelings of watching your marriage from the sidelines. We've all heard of the mother that insists on handling her son's laundry or fixing dinner for him. I have heard of the son who spends more time out with mom or on the phone with her than in conversation with his wife. This could be a great example of a symbiotic relationship.
That's an unhealthy relationship that can leave a spouse feeling like a third wheel in their own marriage. Another issue is that it's hard to argue. How selfish does it sound when your argument is "I hate when you and your mom get along and how much time you two spend together". Trying to convey this to family and friends can leave you sounding crazy. You might sound like the controlling, jealous spouse. That's why it can be a covert silent marriage killer.
Here is an expert's take on it. "A symbiotic relationship is one in which one individual, usually a parent, and usually the mother fuses her identity with another's; usually a child. The results are extremely detrimental to the functioning of all parties involved."
"This ego fusion usually occurs when the child is very small, earlier than age two, according to psychology textbooks on the subject, and leaves the child in a lifelong servitude of sorts to the involved parent, who is usually the mother." Dr. Harrison says 70 percent of these cases occur in women. "Men are usually symbiotically attached to their work," he explains, "whereas women become attached to their children."
The whole system is based on an elaborate quid pro quo that is unspoken but clearly understood. As the child grows older, it usually takes the form of the parent implying to the child, 'If you do things that reflect well on me and make me look good, I will give you love. But if you ever screw up, forget it.
He also says "Symbiotic relationships, according to Dr. Harrison, are usually trans-generational, or passed on from one generation to the next. When people become parents, they tend to repeat the parenting style in which they themselves grew up." "Thus, if a man or woman was raised by an overly involved mother, he or she, in turn, is likely to become overly involved with her own children." (www.angelfire.com).
Psychiatry- a relationship between two people in which each person is dependent upon and receives reinforcement, whether beneficial or detrimental, from the other. Psychoanalysis- The relationship between a child and its mother in which the child is dependent on the mother both physically and emotionally. Maybe, just maybe, this information can help mend your marriage and provide some understanding for resolving the stress.
More marriage articles: http://www.examiner.com/marriage-in-wichita-falls/jack-lopez


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This is a discussion on Newbie from Central Virginia within the New Members Introduce Yourself forums, part of the DefensiveCarry.com Forum Office category; Great site.......just wanted to introduce myself....
Great site.......just wanted to introduce myself.
Commonwealth of Virginia CCW
SA XD .45 ACP 4" Service Model - Black
Taurus Millennium Pro PT145
Remington 798 .243 w/Leupold Scope
Benelli M1 Tactical Special 12ga 18.5" open sight w/Muzzle Brake
Mossberg - Maverick 88 12ga 18.5"
Welcome from Central Florida!
Battle Plan (n) - a list of things that aren't going to happen if you are attacked.
Blame it on Sixto - now that is a viable plan.
"[T]he people are not to be disarmed of their weapons.
They are left in full possession of them."
Zacharia Johnson (speech in the Virginia Ratifying Convention,25 June 1778)"The best we can hope for concerning the people at large is that they be properly armed." ~Alexander Hamilton
Welcome Aboard !
"Just getting a concealed carry permit means you haven't commited a crime yet. CCP holders commit crimes." Daniel Vice, senior attorney for the Brady Campaign to Prevent Gun Violence, quoted on Fox & Friends, 8 Jul, 2008
"Sometimes, when you're making gumbo, people just show up.", Leah Chase
from Central Florida!
Proverbs 27:12 says: The prudent see danger and take refuge, but the simple keep going and suffer for it.
Certified Glock Armorer
NRA Life Member
Semper Fi
EOD - Initial success or total failure
Howdy neighbor.
S&W 638, Ruger LCP, Kimber Ultra CDP
Welcome from West Tennessee!
,=====o00o _
l_--- \___l---[]lllllll[]
(o)_)-o- (o)_)--o-)_)
Hi from PA
Chris - P95
NRA Certified Instructor & NRA Life Member.
"To own a gun and assume that you are armed
is like owning a piano and assuming that you are a musician!."
http://www.rkba-2a.com/ - a portal for 2A links, articles and some videos.
Hi there.
USAF: Loving Our Obscene Amenities Since 1947
Welcome from IL
NRA Rifle Coach
NRA Pistol Instructor
NRA Personal Protection In the Home Instructor
--- Some of the friendliest people I have ever talked to are gun owners and shooters and according to the gun activists we are the mass murders and felons of the nation???


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Far Cry 3 returns to its roots
Despite it not feeling like a worthy sequel, I enjoyed Far Cry 2. It had its fair share of problems – but also it's fair share of unique personality, even if most people considered its personality to be bland. Luckily – without a single doubt – Far Cry 3 is here to bring the series back to the lush island-surviving hell we've grown to love.
Check out the true meaning of insanity in the gameplay demo below.


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TC TO JEAN CARLYLE AITKEN ; 12 September 1853; DOI: 10.1215/lt-18530912-TC-JCA-01; CL 28: 267
Chelsea, 12 Septr, 1853—
Dear Jean,—I was very much comforted and greatly obliged by your little Note,—of which I had great need! Our dear old Mother seems to be no worse at any rate. There is nobody ever gives me anything like so vivid a picture of her actual situation as you.1
Inclosed are 10 stamps, which I owe your James; in consequence of the Bank Transaction with Mary. He will explain it to you,—how Mary got her 10d of "interest" too by his care:—in short, the stamps are his (with many thanks); and now that matter is altogether settled, according to the way you directed.2
There is another Inclosure here with your Name on it, which I wish you to change into money, and keep for the purpose of paying your railway expenses at least in these journeys to and fro.— I was wont to gratify myself by making my dear Mother a little Gift every year: but this year, Jack has so confused me with talking about "bottles of wine," plenty of money &c &c that I know not what to do in that matter; and you must now, with your best discretion, ascertain whether a £10 to her just now will not be a superfluity and an impertinence.— On the whole, it is best to inclose the second Draught (dated 16 Septr) which I will also put in your name (but it is for my Mother); and leave you to manage with your best discretion. Do this, cannily and wisely, if you love me! Alas, I have nothing in which I can help; and the small superfluity of today will be a relief to my feelings, if it can be accepted at all!— —Jane will write, herself, about the Butter: she is gone out, at this moment;—we are actually about running off to our little shelter in the country, 10 miles off, to be out of certain noisier parts of these operations,—particularly the cutting out of the staircase, which will be dusty as well. "Addiscombe Farm, Croydon," is the name of the place; but direct your letters here as usual; they will only be a few hours later in reaching me.— This welcome letter of Alick's came today; all is well there: the "Parcel" which he very luckily rejected was nothing but a dud of a "Nigger Question" worth nothing at all. Good be with you all, and blessings, on my dear Mother evermore.— Your affecte T. Carlyle


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FULLERTON, Calif. ?- After suffering its first loss of the season against Texas on Thursday, the No. 1 Arizona softball team bounced back with a 6-0 shutout over No. 22 Florida State on Friday at the Kia Klassic.
Freshman pitcher Taryne Mowatt pitched a seven-inning, one-hit game, striking out 12 to earn her seventh win this season. Mowatt is Arizona's ERA leader with a 0.31 mark, and has struck out 65 on the season.
Arizona put three runs on the board in the bottom of the third when senior Allyson Von Liechtenstein led off with a walk. Caitlin Lowe and Autumn Champion hit back-to-back singles to load the bases, and Kristie Fox doubled to drive in a pair of runs. With two on, senior Jackie Coburn hit a sacrifice fly to left, scoring Champion and giving the Cats a three-run edge.
With one on and one out in the fourth, Champion singled, her second hit in as many innings. Fox singled in Lowe from second to put Arizona up, 4-0. Coburn drew a walk to load the bases, and with two out, junior Shelly Schultz grounded out to second, scoring Champion from third.
Courtney Fossatti led off the fifth with a single and moved to second off a groundout by senior Crystal Farley. Von Liechtenstein singled and Fossatti went to third, then scored on an error by Seminoles pitcher Casey Hunter.
Florida State's lone hit came in the fifth, when right fielder Lashaun Davis singled to left with two out and no one on.
Arizona will continue play at the Kia Klassic on Saturday, when the Cats take on No. 8 Oklahoma at 9 a.m. PST in the championship bracket.


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Winter 2008
- ODS Hours Extended
- You Said - We Listened
- Check It Out!
- New Software Download for the Integrated System
- No More Paper Timesheets!
- New ISDS Staff
- Current Usability Task Force Projects
ODS Hours Extended
Good news! ODS hours of availability were extended October 1. Also, due to improvements in processes and hardware speed, data in the ODS is no longer one day behind. As of October 1, ODS data now includes the previous days transactions. MORE
You Said - We Listened
Thank you for responding to the Integrated System 2008 User Survey! While we listen to IS users throughout the year, the survey is an effective tool for consolidating opinions, comments, and concerns so they may be addressed. Most of the questions and comments in 2008 revolved around UVa Marketplace. MORE
Check It Out!
The Student Information System (SIS) Faculty Center demo is now online, viewable from the SSP website. It provides an overview of how faculty will view class lists, submit grades, and view information about advisees. All of this in approximately 10 minutes! MORE


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Being healthy and organic is one of the hottest topics in society these days, and while many couple's workout together, go out for meals together, you can now also get a little more intimate and stay-in, while keeping that healthy routine.
This Valentine's Day, why not cook for your loved one, by making it a fun activity?! There's a product on the market right now by Cultures For Health.
The healthy food-making site offers food starter kits such as making your own mozzarella cheese which only takes 30-40 minutes, and of course if you pair it with some fresh basil, tomatoes, and wine, it's pretty much heavenly. You can view the starter kit for mozzarella here: http://www.culturesforhealth.com/mozzarella-ricotta-cheese-making-kit.html
Or, if you are a married couple and have to spend Valentine's Day with your kids present, why not try a fun food making activity together with the kids, such as this dairy free gelatin pink hearts yogurt recipe: http://www.culturesforhealth.com/dairy-free-yogurt-pink-gelatin-hearts-r...
So, this Valentine's Day, there's no reason to switch off from your healthy routine, and you can still have fun as a couple and satisfy your tastebuds!


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Amberlight is a unique art tool that creates beautiful computer generated images and animations. Millions of particles are flying through your canvas and you can drive them with special fields.
Amberlight algorithm was created by designer Peter Blaškovič within the 'I am an Artist' experiment. The initial vision was to create the application where anyone could easily unleash their creativity.
It was made both as a tool for advanced artists as well as for people who want to expore their artistic side and want to create unique artworks. Have fun and feel free to experiment with this one-of-a-kind tool!
Add an animated magic to your digital content, enjoy new innovative features and let your creativity flow.
Create beautiful images, backgrounds or presentations and experiment with various fields and gradients.
The free Flame Painter Demo lets you try out almost all of the amazing features and make you sure it works fine on your system before you buy the full version.
View some of the wonderful pieces of artwork.
"Amberlight does one specific thing, but does it amazingly well. If you are looking for something that creates light-particle paintings, and has some very intuitive controls, this is a fantastic tool."
"I create artworks and photography which incorporate the amazing and compelling images which can be generated with Amberlight."
Jerry Chan
"I LOVE the background-style art this program can create. The fractal-style imagery is just gorgeous!"
Anna McCullough
"Cool looking results. Ease of use."
Dean Huggins
"I love the abstract shapes it produces. You have created some amazing art programs guys! Thanks for making them and sharing them!"
Teresa Cowley
"Layered Images! Mass Iterations! Custom Resolutions! I'm blown away by the sheer power of this fantastic app. The user interface is very intuitive."
"Highly addictive and incredibly creative!"
Garry Clark
"It's an amazing piece of software! I'm very interested in digital art, that inspires me, like this!"
Asterios Fak
"I purchased AmberLight because of the amazing possibilities for generating abstract backgrounds and surreal environments. Actually, It has been one Wow after another. Great work! Very inspiring to use."
Jim Gawne
"Amberlight is not only a lot of fun to just play around with, its speed and ability to generate alpha information make it an incredibly useful tool for the artist's toolbox!"


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TIFFIN (Ohio) – In the 30 years since his student days at Heidelberg University, Brian Regan has made quite a name for himself in the world of stand-up comedy, performing at some of the country's top venues and making appearances on mainstream comedy programs and networks.
Heidelberg's Office of Institutional Advancement and University Relations is pleased to announce that Regan will perform at The Ritz Theatre in downtown Tiffin at 7:30 p.m. Saturday, Sept. 24. Proceeds from his performance will benefit the university's scholarship program.
Regan, who is originally from Miami, was recruited to Heidelberg to play football. When his playing days ended, he turned to comedy. Today, he is widely considered one of the premier comedians in the country, selling out theatres nationwide. With his observational, clean style, he is the rare breed of comic whose material appeals to all.
Regan has released two critically acclaimed Comedy Central specials and DVDs – "The Epitome of Hyperbole" in 2008 and "Standing Up" in 2007. In addition to his 80-city annual tour, he has appeared more than 20 times on "The Late Show with David Letterman" and also is a regular guest of Conan O'Brien. His latest album, "All By Myself," is available for download at www.BrianRegan.com.
A dorm room favorite, Regan's 1977 CD, "Brian Regan Live," has sold over 150,000 copies and consistently charts in iTunes Top Ten Comedy Albums. His top viewer choice and the independently released DVD, "I Walked on the Moon," is available at www.BrianRegan.com.
Ticket sales for his performance at The Ritz Theatre begin on Monday, Aug. 8. General seating tickets are $50 and $35, and student tickets are $10. Tickets can be purchased at The Ritz Theatre box office, by calling (419-448-8544 or by ordering online at www.ritztheatre.org.
VIP seating with a private reception in the National Theatre is available for $150 per ticket. For VIP seating, email Kathy Venema at email@example.com.


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Holiday Skills Camp Approaching (Dec. 28-29)
Sign-up today for the Red Raider Baseball Holiday Skills Camp
Dec. 6, 2012
SIGN UP ONLINE | Texas Tech Winter Baseball Camps Brochure
Texas Tech baseball will be hosting its Red Raider Baseball Holiday Skills Camp Friday and Saturday, Dec. 28-29 for campers 6-18 years of age.
Players will have the chance to learn the skills of hitting, infield, outfield, catching and pitching with the Texas Tech coaching staff and current and former players as instructors. This is for the baseball player who wants to get better and work on their all-around skills and knowledge of the game.
All players will have a chance to rotate through and learn the game inside-and-out. All players will receive a Texas Tech baseball t-shirt for registration of the camp.
For more information, contact Texas Tech director of operations Joe Hughes at (806) 834-5987 or email at firstname.lastname@example.com or contact assistant coach Russell Raley at firstname.lastname@example.com


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Empire Cinema
Marshlands Road,
No one has favorited this theater yet
Located in the Moorends district of the small town of Thorne, to the north-east of Doncaster, South Yorkshire. The Empire Cinema possibly opened in the 1920's or earlier, and may originally have been named Empire Palace Theatre. It is listed in the Kinematograph Yearbook, 1937 edition as being operated by Moorends Empire Ltd. It had a 30 feet wide proscenium.
The Empire Cinema was gutted by a fire on 27th February 1952. In the 1954 edition of KYB, it is listed as (Closed), still in the ownership of Moorends Empire Ltd. It possibly never reopened, but repairs were carried out and it became a church hall.
It has since been demolished and the Hedgerow Childrens Centre now stands on the site.
Recent comments (view all 1 comments)
Photos at http://www.thorne-moorends.gov.uk/history/pictorial_history_03.html
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Dazzling beaded lace embellishments bejeweled with Swarovski crystals create an eye-catching sparkle at the bust, hip motif and detachable cap-sleeves, adding glamour and intrigue. Vicenza Organza is caught up in soft cascading bustles, giving the skirt romantic appeal. Finished with balloon train and corset closure.
Dress is in great condition. I had an outdoor wedding and the bottom of the dress has a little dust on the underneath part of it. It is very hard to tell though.
I also have a Maggie Sottero Certificate of Authenticity.
- Label Size: 14
- Street Size: 14
- Bust: 38C
- Waist: NA
- Hips: NA
- Height with Shoes: 5'5
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- Will Ship to: US
- Payment Methods Accepted: Paypal
Please read our BUYER'S GUIDE before purchasing a dress online.


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From the U.S. Pharmacopeia, Rockville, Maryland.
Acknowledgment: The authors thank Stefan Schuber, PhD, Director, Scientific Reports at USP, for editorial assistance with this manuscript.
Grant Support: The CMS and USP entered into Cooperative Agreement No. 18-C-92305/3-01 in support of the development of the Model Guidelines.
Potential Financial Conflicts of Interest: The work of USP's MGEC was carried out according to USP's strict rules regarding conflict of interest. Dr. Braden has been employed by AdvancePCS (now Caremark), which offers a Medicare Part D prescription drug plan, and is employed by Mercy Care of Arizona, a fully qualified Medicare special needs plan. Dr. Finkelstein has provided health economic consulting to pharmaceutical companies through Thomson Medstat Group and has received an educational grant from Merck, both for topics unrelated to this manuscript. Dr. Horn is an employee of Pfizer and holds stock in Johnson & Johnson. Dr. Kirking has consulted for Wyeth and has received grants from Wyeth, AstraZeneca, Merck, and Pfizer. Dr. Westrick served as a consulting medical advisor to PBM from 1997 to 2002 and received honoraria from Pfizer and Interactive Forums in 2004 and 2005.
Requests for Single Reprints: Stefan Schuber, PhD, U.S. Pharmacopeia, 12601 Twinbrook Parkway, Rockville, MD 20852-1790; e-mail, email@example.com.
Current Author Addresses: Dr. Williams, Ms. King, Ms. Penn, Dr. Perfetto, Ms. Singh, and Mr. Zeruld: U.S. Pharmacopeia, 12601 Twinbrook Parkway, Rockville, MD 20852-1790.
Dr. Abernethy: National Institute on Aging, 5600 Nathan Shock Drive, Baltimore, MD 21224.
Dr. Bielory: University of Medicine and Dentistry of New Jersey–New Jersey Medical School, 90 Bergen Street, DOC, Suite 4700, Newark, NJ 07103.
Dr. Blum: 25 Spruce Drive, East Hills, NY 11575-2331.
Dr. Braden: 2800 North Central Avenue, Phoenix, AZ 85004.
Dr. Calis: National Institutes of Health, 10 Center Drive (MSC 1196), Building 10, Room 1S-259, Bethesda, MD 20892.
Dr. Campen: Kaiser Permanente Pharmacy Operations, 1800 Harrison Street, 13th Floor, Oakland, CA 94612.
Dr. Finkelstein: MIT Sloan School of Management, 38 Memorial Drive, E56-390, Cambridge, MA 02139-4307.
Dr. Foster: University of Kentucky Medical Center, 907 Rose Street, Suite 231F, Lexington, KY 40536-0082.
Dr. Horn: Pfizer Inc., 235 East 42nd Street, New York, NY 10017.
Dr. Kirking: University of Michigan College of Pharmacy, 428 Church Street, Ann Arbor, MI 48109-1065.
Dr. Murray: University of North Carolina, CB-7360, Beard Hall, Room 205-R, Chapel Hill, NC 27599-7360.
Ms. Rucker: AARP, 601 E Street, NW, B-6 433, Washington, DC 20049.
Dr. Schwartzberg: American Medical Association, 515 North State Street, Chicago, IL 60610.
Dr. Shepherd: University of Texas Health Science Center, 7703 Floyd Curl Drive, 5.102 MCD, Mail Code 6205, San Antonio, TX 78229-3900.
Dr. Strnad: Health Canada, 1600 Scott Street, Holland Cross, Tower B, 2nd Floor, AL 3102C3, Ottawa, Ontario K1A 1B6, Canada.
Dr. West: Northwestern University Feinberg School of Medicine, Department of Dermatology, 675 North St. Clair Street, Suite 19-200, Chicago, IL 60611.
Dr. Westrick: University of Massachusetts Memorial Health Care, One Biotech Park, 365 Plantation Street, Worcester, MA 01605-2376.
The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 includes a provision directing the Secretary of the U.S. Department of Health and Human Services to request that the U.S. Pharmacopeia (USP) develop a list of categories and classes (the USP Model Guidelines) that can be used by prescription drug plans in developing their formularies for the Part D prescription drug benefit. The Centers for Medicare & Medicaid Services (CMS) used the Model Guidelines and USP's related listing, termed the Formulary Key Drug Types, to evaluate prescription drug plan formularies submitted by prescription drug plan sponsors intending to provide the new Part D benefit. This article recounts how USP's all-volunteer Model Guidelines Expert Committee developed the USP Model Guidelines and Formulary Key Drug Types, working under a cooperative agreement with CMS in response to the Secretary's request. The Model Guidelines and Formulary Key Drug Types are updated annually to reflect advances in evidence-based medicine, thereby offering timely guidance to CMS and to prescription drug plans based on USP's demonstrated expertise in setting standards.
*For members of the USP Model Guidelines Expert Committee and the U.S. Pharmacopeia staff who contributed to this manuscript, see Appendix 1.
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