Mittwoch, August 27, 2008
Sonntag, August 24, 2008
Dienstag, August 19, 2008
According to sec. 8 UmwG, a necessary detailed merger report of both companies must contain, among other things, information about the exchange ratio (sec. 122e UmwG). Futhermore, the severance offer (sec. 122i UmwG) for shareholders objecting to the merger decision must be outlined (sec. 122e clause 1 UmwG). In the case of a 100% subsidiary, this can subsequently be waived. The report further clarifies the repercussions of employees and creditors among other shareholders (sec. 122e clause 1 UmwG). It must be submitted at the one month before the assemblance of stockholders at the latest.
Unlike with interstate mergers (sec. 8 par. 3 UmwG), the merger report cannot be waived (sec. 122e clause 3 UmwG). Whether there is a possible exception to this if the corporation has no employees is controversial (Semler/Stengel, UmwG, 2nd Edition, sec. 122e par. 13). Therefore, we cannot recommend a waiver.
Because I'm lazy, that is my own translation from the actual document because I didn't feel like looking up actual tax laws. So yes, it was difficult. I estimated that I would go VERY slowly as I know German, but words such as "subsidiary" "interstate mergers" etc. did not occur to me as necessary words in my vocabulary and put the translation time at roughly 48 hours (meaning virtually staying up that long as I only had 3 days). I was close. The actual translation time took 45 hours, which, for those of you who are about to do the math, means that I translated at a rate of roughly 2 1/2 hours per page. Yes, that's exactly what I said. Don't laugh . . . it wasn't easy nor could you have done any better, I'm sure. The actual translation time took less than that. Everything was translated into English by about 10 PM Sunday evening, but it was translated into horrible English. I had been up so long and working on it so hard, everything was starting to blur into one and translation was becoming so difficult after sitting and working on it 22 hours, I just started translating words and leaving the sentences in German format, i.e. "For this subidiaries for a waiver can we recommend not." Which means that, by the time I started over and attempted to make everything make sense after 30 some odd hours with no sleep . . . none of it made sense. Now after a good night's sleep, I could re-format the sentence with ease, but then, it might've well have been written in Chinese. But it was good money, and there was potential for me to work with this company again so I had to finish, and I had to do it right. I wanted to break down and start crying. I feared I wouldn't finish, and I was so exhausted I kept translating it so horribly it didn't make any sense, even to people who had had sleep. My mom rounded up all her friends and had them pray for me constantly, and I'm sure that was the only thing that got me through. It got to the point that I went into a trance, and I honestly couldn't tell you what I said or if it even made sense. And when I say I went into a trance, I mean that quite literally. The last page I remember being on was 11 . . . next thing I know, at 3:14 PM, I was done. I saved the document and realised I had 46 minutes to check and make sure everything made sense. Well, the program froze and refused to reopen. I tried everything, but it wouldn't work. Finally, there was no time left, and I had to cross my fingers that it didn't suck and sent it in. I was so sure it was horrible that I turned my phone off, refused to check my email, and hid out of fear that they were going to say, "WHAT IS THIS?!?!" and wish they'd never asked me to do it. I even had nightmares about it when I finally did get to sleep. In the dream, they would call me and tell me it was so horrible they had to have someone re-translate it and therefore were only going to pay me half the amount we had originally agreed on, and I was devastated. I finally mustered up the strength today to actually read what I had written, and to my obvious surprise, it was good! I think God just decided to write it Himself so I wouldn't screw it up. As a read everything, the pages I feared were a pile of mush were coherent and compiled just as they were supposed to be, with the jargon adding up to one complete process. I've slept 15 hours today in an effort to catch up from sleep I missed, and I'm still exhausted. Doing anything seems to require more energy than I have, and today has been promptly wasted, but I don't care. God came through for me, and that's all that matters.
I picked up the concert tickets yesterday for Oomph, and immediately went giddy with excitement upon receiving them. The woman clearly thought something was wrong with my mental condition, but you know what, after translating that document for 45 hours, something probably was. I went into the Alexanderplatz station and tried to get everything I needed there so I wouldn't have to change trains so often to go home. I went in a drug store and asked the woman if they sold needles and syringes (as some idiot has had the bright idea that they should only be sold separately in Germany making me constantly fearful that I'm going to die from an air bubble somehow). She said yes, but only in packs of 100. I started to tell her to forget it, because every time I went to the drug stores on Schönhauser Allee, they would charge me 5 euro for 10 syringes and another 5 for the same amount of needles. I didn't really feel like spending 100 euros for that, but I asked anyway how much they cost, and she said "10.50 all together." I suddenly felt violently cheated by the drug stores on Schönhauser Allee. Needless to say, I bought everything from this lady with glee and now have enough needles/syringes to last me for quite some time. Good things to my face. . .
Speaking of good things: I went to Kaufhof to celebrate. And by celebrate, I mean buy things I really don't need . . . like 7 euros worth of chocolate almonds. As I tried to figure out what I wanted for dinner, I passed the greatest thing I'd seen in quite some time: an American food section. Now, there's not much I miss about American food, but every now and then, I wants me some edible, processed crap with virtually no nutritional value whatsoever. As I scanned the contents, I saw the greatest thing in the world. I had been looking for cookie mix for weeks without success, and when I spotted Betty Crocker cookie mix, I squealed with glee. Sure, it was 6 euros, and I know you can get it in the States for probably 2, but I don't care because you can't find that here. I held the box close to my chest as if I was afraid someone was going to mug me of my treasure and kept looking at the wonderfulness of the American food. I also picked up a box of Easy Mac and then spotted Newman's Salad dressing. I determined to myself that, "Should I find Ranch dressing, I am going to scream. Have a heart attack. Die."
For those of you who are in the US, finding Ranch dressing isn't that big of a deal. For me, it most certainly is. I haven't had it in 2 years, and the closest thing one can come to in Germany is some random yoghurty dressing that tastes like barf on a stick. I spotted some and squealed in excitement . . . obviously didn't have a heart attack and die, though. The woman I pushed over to get the bottle thought I was crazy, but that's no different than usual, so I don't care. All in all, I ended up spending about 40 euro on about 5 things . . . fun, imported things to my face.
And you know what . . . I think I shall celebrate by going back to bed. Oh, yes.