Managing a German GmbH within international group structures

EUROFORUM SeminarBald wieder im Programm.

Bald wieder im Programm.


First Day

Characteristics of international group structures, service contract, severance pay

Reception with coffee and tea,
handout of seminar documentations

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]

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]

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]

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

Reception with coffee and tea

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]

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]

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]

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

Reception with coffee and tea

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]

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]

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]

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]