Rights and obligations of the GmbH management

Basics

• Position of:the managing director:in.
• Legal nature of the GmbH managing director contract in distinction to the employment contract of an employee.
• Special feature: Co-determined GmbH in accordance with the One-Third Participation Act and the Co-Determination Act.
• Appointment and consequences of ineffective appointment, revocation of appointment.

Managing director and labor law

• Applicability of labor law provisions to managing directors (e.g. BUrlG, EntgFZG).
• Maternity leave and parental leave?
• General Equal Treatment Act.
• General Data Protection Regulation and Federal Data Protection Act.
• Occupational Pensions Act.
• Pre-formulated service contracts.

Liability of:the managing director:in

• Individual and overall responsibility.
• Dealing with instructions, transactions requiring approval.
• Risk management, liability avoidance, liability limitation.
• D&O insurance, insurance upgrade, deductible.
• Dealing with corporate crises through to insolvency.

Compliance and corporate governance - aspects in the management contract

Termination of the managing director position and the contract

• Dismissal, resignation or termination.
• Tying clauses, change-of-control clauses in the contract.

Non-compete clauses

• Contractual non-competition clauses.
• Non-competition clauses under company law.
• Post-contractual non-compete clauses.

Special case: The managing director in the group

• Employment contract with the parent company.
• position Director position at the subsidiary.

Practical tips for drafting contracts

• Limitation of liability.
• Dormant employment relationship.
• Insurances.