This seminar informs you comprehensively about the
> System of liability according to German law
> Conflict of laws – Which law is applicable to your contracts?
> Service contracts – Invalid and defective clauses
> Fundamental legal duties of Managing Directors
> What to know about German Labour Law
> Managers’ duties in crisis and insolvency
> Criminal liability
> Release from liability and D&O insurance
Fully updated and adapted to new legislation

The position of the Managing Director is associated with a range of obligations and responsibilities. Mistakes can lead to personal liability with all personal assets!

What are your personal benefits of this seminar?
> You will receive easy-to-understand information about all relevant legal aspects.
> You can ask your questions prior to the seminar and receive prepared answers.
> You will develop an understanding of legal requirements and personal risks.


Zufriedenheit aus der letzten Veranstaltung mit diesem Thema:


About the Seminar


The vast majority of GmbH directors from foreign countries are not familiar with the range of obligations and responsibilities arising from being appointed as a managing director. Even the slightest mistakes in managing the company can cause severe damage. With respect to the managing director, such mistakes could lead to personal liability including all private assets. The leading cases of German jurisdiction confirm the high requirements of operating a GmbH.


What are your personal benefits of this seminar?
> You will receive easy-to-understand information about all relevant legal aspects.
> You can ask your questions prior to the seminar and receive prepared answers.
> You will be able to exchange your experiences with seminar participants.
> You will develop an understanding of legal requirements and personal risks.




10.00 Start of the seminar on February 23rd, 2017
9.00 Start of the seminar on February 24th, 2017
appr. 13.00 Lunch
appr. 18.00 End of 1st seminar day
appr. 17.00 End of 2nd seminar day

Communication- and coffeebreaks will be arranged during the seminar.
After the first seminar day Management Forum Starnberg invites speakers and participants to a get-together – a perfect opportunity for contacts and exchange of views.


Seminar Agenda



Characteristics and importance
> Character of the GmbH
> Meaning of Limitation of Liability
> Fiduciary relationship
> Raising and protection of registered capital
> Groups of companies

Legal aspects of general importance
> System of liability according to German law
> Slightest negligence leads to unlimited liability
> General Terms and Conditions – Why most contracts promise more than they can deliver.
> Conflict of laws: Which law is applicable to your contracts?

Legal situation of managers
> Situation with respect to shareholders and supervisory board
> Significance of shareholder meetings
> Statutory provisions and by-laws
> Accountability

Appointment and Revocation of Appointment
> Eligibility as managing director
> Resident and non resident foreigners as directors
> Revocation of appointment

Service Contract
> Purpose of the service contract
> Invalid and defective clauses
> Legal protection
> Fixed salaries, royalties, company car


Managers’ Duties

Fundamental legal duties
> Management and representation of the GmbH
> Duty to promote the success of the company
> Obligation to object to inappropriate orders of other executives
> Maintenance of the share capital
> Bookkeeping, accounts, taxes
> Preparing and convening shareholder’s meetings
> Annual report
> Risk-Management
> Responsibility and delegation of tasks

Prohibition to compete
> Obligation during tenure
> Business opportunities doctrine
> Exemption from prohibition
> Post-contractual non-competition clauses
> Compensation for non-competition

Representing the GmbH
> Power of attorney
> Joint representation
> International aspects of representation

Corporate Governance

> Information management
> Business judgement rule
> Liquidity management

What to know about German Labour Law
> Works Council and employee participation
> Dismissal by Employer

Data Protection
> Which data is protected?
> What are the rules to use protected data?
> Transfer of information to countries outside the European Union

Specific Risks
> Cash pooling
> Contract management
> Intellectual property rights infringement


> Conditions of liability
> Care of prudent business men
> Full responsibility of any director, engaged in management or not
> Joint and several liability
> Records of compliance
> Liability with private assets

Leading cases
> Decisions of the Federal Court of Justice and other examples of jurisdiction

Release from liability
> Formal approval of manager’s action for the company
> Extension of approval
> Limitation

Crisis and Insolvency

Manager’s duties in crisis and insolvency
> Obligation to restructure the company
> Accountability
> Interdiction of payment
> Proportionate settlement of creditor’s claim
> Duty of disclosing economic difficulties

Insolvency and liability
> Structure of insolvency proceedings
> Filing for insolvency on time
> Criminal liability
> Shareholder loans: Risks for parent companies
> Personal liability for creditors’ losses

Criminal liability

Relevant Cases
> Corruption – worldwide responsibility according to German law
> Embezzlement
> Delayed filing for insolvency

> D & O liability insurance
> Extension of insurance
> Claims–made-principle



Axel Neelmeier

is attorney and partner of SCHULZ NOACK BÄRWINKEL in Hamburg since 1981. He ishead of the Corporate Department of the firm and has extensive experience in corporate law. Axel Neelmeier has held numerous seminars for Managing Directors about legal rights, duties and liabilities for German as well as for English speaking audiences.

Professor Dr. R. Imhof

After working as an attorney from 1996 to 2004, Prof. Imhof became Of Counsel at SCHULZ NOACK BÄRWINKEL in Hamburg. He teaches company law at Brunswick European Law School, faculty of law of Ostfalia University. After his studies of law at the universities of Bonn and Munich Prof. Imhof worked at the legal department of the Deutsche Bank Argentina S.A. in Buenos Aires.


Teilnahme & Anmeldung

Target group

This seminar is especially developed for English speaking
> Managing Directors and substitutes of german GmbH’s
> GmbH Shareholders
> Managers who will be promoted to Managing Director
> Managers newly arrived in Germany who are unfamiliar with German corporate law, liability and employment law
> Inhouse counsels


> Phone: 08151/27 19-0
> Telefax: 08151/27 19-19
> E-Mail:
> online: here
> Post: Management Forum Starnberg GmbH · Maximilianstraße 2b · D-82319 Starnberg

Terms and conditions

The price for this two-day seminar is € 1.995 plus 19% VAT. If there are two participants from one company, the second participant will get a discount of 10% on the seminar price. Every booking will be confirmed in writing upon receipt of the registration. At the same time the invoice will be sent out. Payment must be received before the course date. Failure to pay within this time may result in the course place being cancelled and is subject to the cancellation terms below. With your booking you accept the terms and conditions. Management Forum Starnberg GmbH reserves the right for alterations in case of unforeseen circumstances. The seminar price includes programme materials, lunch and refreshments.


Cancellations must be received in writing and are subject to the following charges: If the cancellation is received two weeks before the course date, a cancellation charge of € 75,- plus 19% VAT will be taken. Thereafter the full seminar price will be charged. Delegate substitutions are welcome at any time and do not incur any charge.

Date and Place

Thursday, February 23rd and Friday, February 24th 2017: Sheraton München Westpark Hotel, Garmischer Straße 2, 80339 München,
Telefon: 089/5196-750, Telefax: 089/5196-803, E-Mail:, Room Rate: € 129,- inkl. breakfast.


For the participants of the seminar there is a limited number of hotel rooms at special prices allocated. Please make your reservation directly with the hotel by reference to Management Forum Starnberg GmbH.

Management Forum Starnberg

stands for
> professional planning, organisation and implementation
> up-to-date topics and carefully investigated content
> cooperation with well-known speakers
> lots of space for discussions and interesting contacts


Travel to and from our seminar with the „Deutsche Bahn“ from € 99,-.
For more information see





“I will be happy to answer your questions on the seminar!”


Christa Rehse,

Telefon: 08151/27 19 – 16;






„Complete and good“
Arnaud Judet, Via Solutions Südwest GmbH & Co. KG

„Very good, focused and clear. Comprehensive and sufficient ‚hands on‘ approach“
Manfredi di Nemi, Bonfiglioli Riduttori Spa

„Very good and useful information’s.“
S. Florin; BOS Automotive Gmbh

„Good. I’ve got the better understanding and feeling about the subject.“
T. Magel; dxFeed Solutions DE

23.02.2017 - 24.02.2017
Sheraton München Westpartk / München
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Neue Termine in Planung


+49 (0) 8151 27 19 – 16
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