Managing a German GmbH

Transcription

1 s e m i n a r 16 to 18 September 2013, Berlin 11 to 13 November 2013, Düsseldorf The German law explained in English Managing a German GmbH within international group structures Legal certainty for the challenging position of a Managing Director: Personal liability, release from liability, D&O insurance Rights and obligations of the subsidiary s management versus parent company s management Significant key points of the service contract including dismissal and termination Valuable tips for severance negotiations and severance pay German and international tax law Long distance leadership: International decentralized teams International contracts: Structure, applicable law, dispute resolution The English version of the German success seminar Der GmbH-Geschäftsführer im Konzern

2 First Day Characteristics of international group structures, service contract, severance pay Second Day Personal liability, options of being released from liability, D&O insurance, German and international tax law Partner Coffee break [ ] , handout of seminar documentations 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 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 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 Sebastian Rakob, LL.M., Attorney-at-Law, Partner, Clifford Chance Dr. Martin Oltmanns, LL.M., Attorney-at-Law, Tax Consultant, Partner, Flick Gocke Schaumburg 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 (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. Dipl.-Kfm. Ingo Rieke End of second day [17.30] Third Day Long distance leadership in international teams, contracts in international business Infoline Coffee break [ ] 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 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 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 Sebastian Rakob, LL.M. (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 Dr. Manfred Adlmanseder Tillmann Hecht End of first day [17.30] Lunch [ ] Dr. Jim Broome, Leadership Consultant, Jim Broome Consulting +49 (0)2 11/ Do you have questions about this seminar? Please contact us Project management: Elke Schneider Registration and customer services enquiries: End of seminar [17.30] 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 Dr. Martin Oltmanns, LL.M. Klingelhöferstraße 18, Berlin Coffee break [ ] Tillmann Hecht, Attorney-at-Law, Partner and employment law specialist, Noerr LLP 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 Dr. Manfred Adlmanseder, CFO, SML Maschinengesellschaft KPMG is a global network of legally independent professional firms with more than employees in 156 countries. In Germany too, KPMG is one of the leading auditing and advisory firms and has around employees at over 20 locations. Our services are divided into the following functions: Audit, Tax and Advisory. Our Audit services are focused on the auditing of consolidated and annual financial statements. The Tax function incorporates the tax advisory services provided by KPMG. Our high level of specialist knowhow on business, regulatory and transaction-related issues is brought together within our advisory function. At the end of the first day, an evening drink reception with networking opportunities takes place. Dipl.-Kfm. Ingo Rieke, Steuerberater, CPA, Partner, Technology: the optimal media mix Custom-tailored selection of different media for the adequate purpose Advantages and disadvantages of video-, telephone conferences, live meetings, etc. Kicking off and monitoring virtual processes Meeting culture: do s and don ts Developing a dialog and feedback culture via media Dr. Jim Broome Christine Schories christine.schories@euroforum.com Sponsorship and exhibition Iris Cassens-Wolf iris.cassens-wolf@euroforum.com Keep up-to-date Sign up for our newsletter for Managing Directors:

3 First Day Characteristics of international group structures, service contract, severance pay Second Day Personal liability, options of being released from liability, D&O insurance, German and international tax law Partner Coffee break [ ] , handout of seminar documentations 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 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 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 Sebastian Rakob, LL.M., Attorney-at-Law, Partner, Clifford Chance Dr. Martin Oltmanns, LL.M., Attorney-at-Law, Tax Consultant, Partner, Flick Gocke Schaumburg 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 (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. Dipl.-Kfm. Ingo Rieke End of second day [17.30] Third Day Long distance leadership in international teams, contracts in international business Infoline Coffee break [ ] 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 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 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 Sebastian Rakob, LL.M. (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 Dr. Manfred Adlmanseder Tillmann Hecht End of first day [17.30] Lunch [ ] Dr. Jim Broome, Leadership Consultant, Jim Broome Consulting +49 (0)2 11/ Do you have questions about this seminar? Please contact us Project management: Elke Schneider Registration and customer services enquiries: End of seminar [17.30] 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 Dr. Martin Oltmanns, LL.M. Klingelhöferstraße 18, Berlin Coffee break [ ] Tillmann Hecht, Attorney-at-Law, Partner and employment law specialist, Noerr LLP 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 Dr. Manfred Adlmanseder, CFO, SML Maschinengesellschaft KPMG is a global network of legally independent professional firms with more than employees in 156 countries. In Germany too, KPMG is one of the leading auditing and advisory firms and has around employees at over 20 locations. Our services are divided into the following functions: Audit, Tax and Advisory. Our Audit services are focused on the auditing of consolidated and annual financial statements. The Tax function incorporates the tax advisory services provided by KPMG. Our high level of specialist knowhow on business, regulatory and transaction-related issues is brought together within our advisory function. At the end of the first day, an evening drink reception with networking opportunities takes place. Dipl.-Kfm. Ingo Rieke, Steuerberater, CPA, Partner, Technology: the optimal media mix Custom-tailored selection of different media for the adequate purpose Advantages and disadvantages of video-, telephone conferences, live meetings, etc. Kicking off and monitoring virtual processes Meeting culture: do s and don ts Developing a dialog and feedback culture via media Dr. Jim Broome Christine Schories christine.schories@euroforum.com Sponsorship and exhibition Iris Cassens-Wolf iris.cassens-wolf@euroforum.com Keep up-to-date Sign up for our newsletter for Managing Directors:

4 First Day Characteristics of international group structures, service contract, severance pay Second Day Personal liability, options of being released from liability, D&O insurance, German and international tax law Partner Coffee break [ ] , handout of seminar documentations 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 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 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 Sebastian Rakob, LL.M., Attorney-at-Law, Partner, Clifford Chance Dr. Martin Oltmanns, LL.M., Attorney-at-Law, Tax Consultant, Partner, Flick Gocke Schaumburg 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 (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. Dipl.-Kfm. Ingo Rieke End of second day [17.30] Third Day Long distance leadership in international teams, contracts in international business Infoline Coffee break [ ] 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 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 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 Sebastian Rakob, LL.M. (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 Dr. Manfred Adlmanseder Tillmann Hecht End of first day [17.30] Lunch [ ] Dr. Jim Broome, Leadership Consultant, Jim Broome Consulting +49 (0)2 11/ Do you have questions about this seminar? Please contact us Project management: Elke Schneider Registration and customer services enquiries: End of seminar [17.30] 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 Dr. Martin Oltmanns, LL.M. Klingelhöferstraße 18, Berlin Coffee break [ ] Tillmann Hecht, Attorney-at-Law, Partner and employment law specialist, Noerr LLP 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 Dr. Manfred Adlmanseder, CFO, SML Maschinengesellschaft KPMG is a global network of legally independent professional firms with more than employees in 156 countries. In Germany too, KPMG is one of the leading auditing and advisory firms and has around employees at over 20 locations. Our services are divided into the following functions: Audit, Tax and Advisory. Our Audit services are focused on the auditing of consolidated and annual financial statements. The Tax function incorporates the tax advisory services provided by KPMG. Our high level of specialist knowhow on business, regulatory and transaction-related issues is brought together within our advisory function. At the end of the first day, an evening drink reception with networking opportunities takes place. Dipl.-Kfm. Ingo Rieke, Steuerberater, CPA, Partner, Technology: the optimal media mix Custom-tailored selection of different media for the adequate purpose Advantages and disadvantages of video-, telephone conferences, live meetings, etc. Kicking off and monitoring virtual processes Meeting culture: do s and don ts Developing a dialog and feedback culture via media Dr. Jim Broome Christine Schories christine.schories@euroforum.com Sponsorship and exhibition Iris Cassens-Wolf iris.cassens-wolf@euroforum.com Keep up-to-date Sign up for our newsletter for Managing Directors:

5 Duties, Liabilities and Rights The position of a managing director ( Geschaeftsfuehrer ) of a German GmbH involves many legal issues, in particular legal duties and liabilities. One of the greatest challenges for a manager of a group affiliated GmbH is the balancing act between the interests of the parent company and these of the subsidiary. You should be able to reconcile different functions, for example as an employee of the parent company and as managing director of the subsidiary. Being familiar with the current case law and legislation particularly with respect to liability is key. The personal liability risk is tightened in a corporate structure because you have to follow instructions of the parent company and at the same time you are liable within the subsidiary. Furthermore, your service contract is an important issue. Clauses concerning remuneration, company car, pension commitment or insurance. In addition this seminar will teach you how to lead international decentralized teams (long distance leadership) and how to structure and conclude international contracts and dispute resolutions. In this seminar, you will learn: How to expand your freedom of action within group structures. The main principles concerning your service contract. How to avoid personal liability and protect yourself from liability. How to identify risks and strategies within group structures and how to deal with them in a legally secure manner. How to assess and mitigate tax risks. How to lead international decentralized teams (long distance leadership). Important aspects for international contracts: structure, applicable law, dispute resolution. This seminar is aimed at: Managing Directors of German GmbHs Owners and shareholders of affiliated, international GmbHs and their representatives Managers who will be promoted to Managing Director German managers involved with international group structures Managers newly arrived in Germany and unfamiliar with German corporate law, liability and employment law You can find the biographies of the speakers on

6 Registration and Information BERLIN SCHWEIZERHOF Your Ihr persönlicher personal registration Anmeldecode code By mail: euroforum Deutschland SE, Postfach , Düsseldorf By By fax: +49 (0)2 11/ By phone: +49 (0)2 11/ [Christine Schories] Internet : Conditions of participation. The attendance fee per person, which includes conference documentation, lunches, tea/coffee and evening dinner, is payable on receipt of the invoice. Once your registration has been received you will be sent a confirmation slip. Registrations can be cancelled (in writing please) free of charge up to 14 days before the event. When a cancellation is made within 14 days of the conference date, half the participation fee will be reimbursed. In the event of cancellation on the day of the conference, or failure to attend, the full fee will be payable. The registered delegate may of course send a substitute at no additional cost. The organisers reserve the right to amend the programme of events if necessary. Data protection. EUROFORUM Deutschland SE uses the data collected in connection with your order and use of our services and products within the applicable legal limits for the purpose of performing our services, and to provide you with information by post and about further offers by us, companies of our Group or co-operation partners, which are similar to the services of which you availed yourself previously. If, during the use of the data, it is transmitted to countries lacking an adequate level of data protection, we will create sufficient guarantees to protect the data. Furthermore, we will use your data if you have given us your consent to do so. You may object to the use of your data for advertising purposes or to being contacted by or fax at any time by contacting EUROFORUM Deutschland SE, Postfach , Düsseldorf, Germany. Our customer services (Phone: +49 (0) ) shall be pleased to accept requests for changes. Your room reservation. In the conference hotel, there is a limi ted allocation of rooms available at a reduced price. Please arrange the room reservation directly with the hotel quoting the reference Euroforum event. At the end of the first day, the hotel Pullman Berlin Schweizerhof invites you to a get together. At the end of the first day, the hotel InterContinental Düsseldorf invites you to a get together. Euroforum-SEMINAR Managing a German GmbH within international group structures 16 to 18 September 2013, Pullman Berlin Schweizerhof Budapester Str. 25, Berlin, Tel.: +49 (0)30/ to 13 November 2013, InterContinental Düsseldorf Königsallee 59, Düsseldorf, Tel.: +49 (0)2 11/ Register Now Online! tsfuehrer-seminare.de or fill in and fax it to: +49(0) 2 11/ Name Yes, I wish to attend on 16 to 18 September, Berlin at the price of 2.499, plus VAT per Person [P M013] Please tentatively book seat(s) for Berlin until 12 July Yes, I wish to attend on 11 to 13 November, Düsseldorf at the price of 2.499, plus VAT per Person [P M013] Please tentatively book seat(s) for Berlin until 6 September [The fee covers full conference documentation. A substitute may attend in your place at no additional cost.] Please inform me about sponsoring and exhibition possibilities. Please amend my address as shown. [Should you wish to change your address by telephone, please dial +49 (0)211/ ] Yes, I would like to receive the EUROFORUM-overview for managing directors of limited companies (GmbH German limited company) with all event dates (bi-monthly) by . Position/Department Phone Fax Euroforum Deutschland SE may contact me about various products and services offered by companies of the group and co-operation partners: yes no Fax: yes no Company Address Line of business Contact person Date, signature