Services for board members and managing directors
Drafting service and consulting contracts
We provide you with comprehensive advice as a board member or managing director when concluding your employment contract. Particularly in the phase of initiating a board relationship, competent legal advice ensures that contractual rights are secured in advance of taking office and conflicts are avoided as far as possible. In particular, when it comes to clauses on variable remuneration, extension and termination clauses, change-of-control clauses, pension commitments or post-contractual non-competition clauses, care must be taken to ensure that they are worded in a manner that reflects interests.
Termination agreement and severance payment negotiations
For a variety of reasons, the desire to terminate the service contract by mutual agreement may arise - no matter from which side. We will work with you to determine the right strategy so that you achieve the best possible results in such negotiations with regard to financial conditions and your future professional career. Depending on the circumstances of the individual case, we also conduct negotiations directly with the representatives of the shareholders or the supervisory board.
Legal protection in the event of dismissal, termination and release
If you are removed from your position on a board of directors, terminated from your employment relationship or are released from work, we will advise and represent you vis-à-vis the company and consistently enforce your rights – if necessary – even in court proceedings. In addition to the board/managing director service contract, there is often a dormant employment relationship due to previous employment. This can result in special substantive legal and/or procedural peculiarities and options for action. We know these special features and give you clear recommendations for action that specifically take your personal situation into account.
Defense against liability claims
The risk for board members of being held liable for alleged misconduct has increased significantly in the recent past. This applies to both claims for damages from your own company and those from third parties. Difficult legal questions regarding the scope of board obligations and the entrepreneurial discretion of board members and managing directors regularly have to be answered. Our specialization in this area ensures a consistent strategy for defending against claims for damages, out of court and in the liability processes that usually follow.
More and more companies are taking out D&O insurance for themselves and their bodies in the event that bodies are held liable for damages due to a breach of duty. If there are claims, we will take care of the processing for you and clarify the liability of the D&O insurance.
Enforcement of compensation claims (bonuses, stock options, carried interest, etc.)
Regulations regarding variable remuneration components (bonuses, stock options, carried interest, etc.) are a regular part of the employment contracts of board members. Especially when the employment relationship is terminated, there is often disagreement about the variable remuneration to which the employee is entitled. We advise you competently about your rights, give you clear recommendations for action and help you enforce your claims, be it out of court or through litigation.
In practice, regulations through which a company grants pension commitments to its board members are often unclearly formulated and always give rise to difficulties in interpretation. We will help you avoid later disputes before the contract is concluded. Even if the pension commitment has already been made and constructive advice is no longer possible, we will of course support you in enforcing your pension rights.
While a statutory non-competition clause applies to board members during their current employment relationship, this is generally no longer the case after the termination of the employment relationship. From this point onwards, managing directors and board members can also compete with their former employer. Many companies try to prevent this and agree to post-contractual non-competition agreements with their board members in return for payment of compensation. The wording used is crucial, as incorrectly worded or excessive non-competition clauses can be non-binding or even void. In addition, the company has the option of subsequently waiving the agreement and freeing itself from the obligation to pay the waiting compensation. What is regularly disputed is under what conditions and with what temporal effect. We check the admissibility and scope of the contractual agreement for you, show you in detail the respective legal consequences and options for action and enforce your claims consistently, if necessary also in court.
Coaching in conflict situations
In conflict situations, we are at your side as a coach and sparring partner. We have many years of experience in dealing with critical phases of managing and board activities and can therefore respond and respond quickly to a wide range of problems. We work with you to coordinate the necessary steps and give you clear recommendations for action in every situation.
Litigation in all instances
If necessary, we will also enforce your claims and rights procedurally. We have the necessary forensic experience to successfully carry out even complex proceedings in board and managing director matters. Of course, taking on second-instance proceedings with the aim of successfully appealing against an unfavorable first-instance judgment is also part of our range of activities.
WOLFF SCHULTZE KIEFERLE