For Board members and executives
Drafting of employment and consultancy contracts
As board member or company director in an executive position, we advise you comprehensively during the negotiations and the signing of your employment contract. Already before taking over an office as a D&O member, a competent legal advice is inevitable to grant your contractual rights and to avoid possible future conflicts. A careful and accurate wording, in particular with respect to variable payment schemes, extension and termination clauses, change-of-control clauses, pension provisions and non-competition clauses is therefore essential.
Termination agreement and indemnity negotiations
There are several reasons for a mutual termination of an employment agreement – irrespective of who initiated the wish for such termination. Together with you, we define the most suitable strategy making sure that you will achieve the best possible conditions in the negotiations with regards to the financial aspects as well as with respect to your future occupational career moves. Depending on each individual case, we conduct the negotiations also directly with the representatives of the shareholders or the supervisory board.
Legal protection in case of removal, dismissal and release
In case of a removal, dismissal or release from an institution, we represent your interests towards the company and enforce your rights consequently also, if necessary, in a court case. Often, there is an existing additional inactive work contract beside the managing director’s or executive’s contract. As a consequence, specific characteristics or options with respect to material or procedural law may arise. We are familiar with such characteristics and are therefore able to provide you with clear instructions custom-made for your individual situation.
Warding off a D&O liability
For board members, the risk to be claimed for damages due to alleged malpractice has increased recently. This comprises damage claims by the own company as well as by third parties. Regularly, difficult legal questions need to be solved out with respect to the extent of institutional duties and with respect to the scope of discretion of board members and managers. Our specialization in this field guarantees a consistent strategy to defend damage claims, extra judicial as well as in the following liability proceedings.
There is an increasing number of companies who procure a D&O insurance just in case there might come up damage claims against executive members due to a neglect of duty. If such claims arise, we take over the clearing and resolve the obligation to meet claims of the D&O-insurance.
Implementation of remuneration claims (bonus payments, stock options, carried interest etc.)
Regularly, employment contracts for executive members contain arrangements on variable remuneration components such as bonus payments, stock options, carried interest etc. In particular, when terminating an employment contract disagreement on the variable entitled payments do arise. We inform you competently of your rights and provide you with clear instructions for further actions. We assist in prevailing your claims whether extra judicial or in a litigation.
Pension benefit plans
Usually, the wording of pension benefit plans which a company offers their board members is drafted unclearly and therefore often the reason for arguments regarding the interpretation. We help to prevent such conflicts already previously to the signing of a contract. Even if the pension benefit has already been set out in writing and a fruitful advice seems to be excluded, we support you in prevailing your pension benefit claims.
Restraint of competition
While there is a regulatory restraint of competition for board members during current employment, generally, this has not to be the case after termination of the employment. From this point on, board members and managers can also compete with their former employer. Many companies try to avoid this by stipulating post-contractual non-competition clauses for deficiency compensation with their members. The crucial point here is the wording because incorrect drafted and too extensive phrased non-competition clauses are null and void or unduly. Furthermore, there is a possibility to resign from the agreement retroactively and to disengage oneself of the deficiency compensation. The controversial subject here is usually under which circumstances and in which time frame. We verify the legitimacy and the scope of the contractual agreement to inform you about the individual legal consequences and actions. We prevail your claims consistently if necessary, also in a court case.
Coaching for conflict situations
We assist in urgent conflict situations as coach and sparring partner. Our long-time experience with the accomplishment of critical phases of board members’ or executives’ practice allows us to react swiftly to all different kinds of problems. Jointly we agree on the necessary steps of action and provide you with clear instructions in every situation.
Conduct a case in all instances
If necessary, we prevail your claims and rights also in legal proceedings. Our forensic experience allows us to conduct also complex proceedings of board and management affairs successfully. Of course, also lawsuits in the second instance which aim to appeal against a judgment of the first instance are part of our business.
WOLFF SCHULTZE KIEFERLE
Fachanwälte für Arbeitsrecht