Programm
First Day
Characteristics of international group structures, service contract, severance pay
9.00–9.30
Reception with coffee and tea,
handout of seminar documentations
9.30–11.00
The director of a GmbH in a group structure – between the interest of the parent and the subsidiary
- Characteristics of corporate group agreements
- Significance of domination- , profit and loss pooling agreements
- Characteristics of the factual corporate group
- The role of the management board
- The concept of control within corporate groups
- Typical conflicts of interest issues
- The managing director with restricted powers
- German managing directors in conflicts with the foreign management of the corporate group
Coffee break [11.00–11.30]
11.30–13.00
Duties of the managing director of a subsidiary vs. duties of the managing director of the parent
- Duties of the managing director of a subsidiary vs. the exercise of control by the parent
- When are instructions binding?
- Dealing with detrimental or disadvantageous instructions – how to avoid liability
- Information rights, reporting obligations, risk management and risk identification
- Specific risks in connection with multiple directorships
- Instructions and their enforcement
- The business judgement rule
- Obligations to exercise control
- Characteristics of the supervisory board within Group structures
- Permissible measures relating to the exercise of control
Lunch [13.00–14.30]
14.30–16.00
Service agreement for a managing director in a group of companies
- Appointment as "Geschaeftsfuehrer"/managing director and service agreement for the terms and conditions of the services
- "Promotions": the challenge of being promoted from manager to managing director
- Important terms and conditions in the Service Agreement
- Remuneration
- Company car
- Non-compete covenants
- Pension promises
- Insurances for managing directors
- Tenure and other terms of the agreement
- Service agreements with and assignments from group companies abroad
Coffee break [16.00–16.30]
16.30–17.30
Termination of the service agreement – what is critical?
- Removal from office and notice of termination
- Protection against dismissals for managing directors?
- Tips and tricks when negotiating severance payments
- Important provisions for a termination agreement
End of first day [17.30]
At the end of the first day, an evening drink reception with networking opportunities takes place.
Second Day
Personal liability, options of being released from liability, D&O insurance, German and international tax law
9.00–9.30
Reception with coffee and tea
9.30–11.00
Director's liability under German law
- Liability vis-à-vis the company and third parties
- Counterparties
- Revenue authorities
- Other public entities
- Duties of the management director: when does a breach of duty give rise to liability?
- Business judgement rule as safe harbour
- How to reduce potential liability at the outset
- Approval by shareholder's meeting
- Liabilities in connection with corporate acquisitions
Coffee break [11.00–11.30]
11.30–12.30
Liability and D&O insurance
- Availability of D&O insurance in Germany
- Typical clauses in insurance contracts (what to look for, what to avoid)
- How to deal with insurers in case of potential liability
Lunch [12.30–14.00]
14.00–15.30
Tax law – part 1: national group
- Overview of German tax system (tax process, tax base)
- Taxation of a GmbH vs. partnership/branches
- Tax unity
- Acquisitions and divestments
- Impact of corporate reorganizations
Coffee break [15.30–16.00]
16.00–17.30
Tax law – part 2: international group
- Risks from withholding taxes (dividends, royalties)
- Debt financing/cash pooling
- Taxation of foreign activities
- Transfer pricing and documentation requirements
- Business reorganizations and base shifting rules
End of second day [17.30]
Third Day
Long distance leadership in international teams, contracts in international business
9.00–9.30
Reception with coffee and tea
9.30–11.00
Critical success factors for distance leadership
- Negotiation and conflict management in the virtual environment
- Clarification of roles and responsibilities
- Staying in control and displaying authority in remote organizations
- Trust, clear goals and feedback: the fundamentals for success
- Assessing and developing performance via distance
Coffee break [11.00–11.30]
11.30–13.00
Technology: the optimal media mix
- Custom-tailored selection of different media for the adequate purpose
- Advantages and disadvantages of video-, telephone conferences, live meetings, E-mail etc.
- Kicking off and monitoring virtual processes
- Meeting culture: do's and don'ts
- Developing a dialog and feedback culture via media
Lunch [13.00–14.30]
14.30–15.30
Contracts in international business (Part 1: Formation of a contract)
- Formal requirement /representation
- Applicable law and choice of law in international contracts – including Rome I Regulation (EC)
- Structure of contracts in international trade and typical boilerplates
- How to deal with NDA's, LoI's, MoU's etc.
Coffee break [15.30 – 16.00]
16.00–17.30
Contracts in international business (Part 2: Key elements and dispute resolution)
- Key Clauses from a German and international perspective
- Passing of title and ownership and retention of title
- Remedies for breach of contract
- Limitation of liability
- How to use general terms
- Dispute resolution
- Competent court and place of jurisdiction – including Brussels I Regulation (EC)
- Arbitration
End of seminar [17.30]
