Advice on issues of corporate governance; employment and appointment.
Berner Fleck Wettich regularly acts as personal advisor to boards (management, supervisory boards, advisory boards) and the respective board member, among others, with regard to corporate governance issues (including German Corporate Governance Code and sustainability issues), the two-tier board structure, board meetings and resolutions, appointment of board members and contracts of employment (including remuneration) and their termination.
Avoidance of personal liability.
We advise managing directors and officers as well as supervisory board members on their duties and on matters of personal liability and D&O insurance. Preventative advice and review of company structure, board organization and board competences (within the board as well as between the boards) including implementation and control of a compliance system are key corner stones to avoid personal liability. Regularly, we provide in-house trainings for board members. Furthermore, we advise management boards, executive boards and supervisory boards on specific measures and decisions and prepare legal opinions concerning the legal permissibility.
We assist our clients in the development and implementation of company-related and group-wide compliance programms. Together with our colleagues in our proven/established network, we offer a full compliance expertise, which, in addition to compliance with corporate law requirements, covers, in particular, the avoidance of bribery and corruption and compliance with any applicable antitrust law, data protection law and environment law.
Personal liability; D&O.
Companies and board members are retaining us as reliable advisor on questions concerning the personal liability of board members. Our services comprise the assessment of potential claims for damages against board members (in particular regarding section 93 of the German Stock Corporation Act and section 43 of the German Law on Limited Liability Companies) as well as the in and out-of-court enforcement of, or defense against, such claims. When rendering our advice, we always take into account the specific aspects and requirements of any D&O-insurance.
We have particular expertise in handling/dealing with any specifics/pecularities in connection with d&o insurance policies and their impact on the assertation of, and defence against, any claims, but also in preventive ongoing consultancy of management board members and general managers as well as of supervisory board and advisory board members on the main parameters of an effective D&O insurance policy.