Liability of Managing Directors and Supervisory / Advisory Board members

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Liability of Managing Directors and Supervisory / Advisory Board members

Ziele

Managing directors and members of supervisory boards or advisory boards of GmbHs and GmbH & Co. KGs are persons who, according to the BGH (Federal Court of Justice of Germany), are subject to a strict standard of care, the violation of which can give rise to personal liability.

The aim of the lecture is to show typical behavioral obligations and liability risks in order to raise awareness and show ways to avoid liability. Both a regular "healthy" company and a company in a crisis situation are considered.

Inhalte

Liabilities of Managing Directors
Duties: General standard of care - Risky transactions - entrepreneurial discretion - Duty to obtain the consent of the shareholders - Duty of confidentiality - Non-compete clauses
Liability of Managing Directors to the Company: Conditions for liability - Avoiding liability - Violation of capital maintenance provisions - Payments after insolvency
Liability of Managing Directors to Creditors of the Company: prima facie liability - Reliance on personal trust or promises of guarantees - Insolvency delay - Non-payment of social security contributions - Other claims, such as liability for anti-competitive behavior
Liability of De Facto Managing Directors
Liability of Members of a Supervisory Board or Advisory Board