The documentation of this procedure is particularly important as it is the essential basis for proving that organ trafficking is in accordance with duty and for counteracting any subsequent liability.
- Preventive corporate compliance means implementing mechanisms under company law to identify and regularly evaluate potential risks
- Defining rules that specify how these risks are to be dealt with
- Establishing so-called 'checks and balances' that enable these rules to be effectively enforced.
For the reactive case, depending on the relevance of a compliance risk or incident, the procedure must be defined and implemented which ensures the necessary and appropriate processing up to the (re)definition of future preventive measures.
In a first step, our experts first analyse your existing corporate governance system. The starting point is all statutory documents, in particular the articles of association, rules of procedure, code of conduct, etc. Insofar as we identify optimization potential, we provide you with concrete proposals for its implementation.
This includes, for example, the adoption of an information regulation that defines the information requirement profile of a supervisory board vis-à-vis the management board, but also a critical review of the various areas of responsibility and decision-making competencies.
A fixed component of our preventive advice is ongoing advice on corporate law, which includes advice on group law. In particular, the preparation and execution of shareholders' meetings, general meetings and board meetings in compliance with the law are essential. We also carry out efficiency audits, which we design as an integral part of our services. Of course, we also prepare special liability reports for critical situations, which are based in particular on the discharging effect of the Business Judgement Rule.
Furthermore, we advise you on how to deal with a negative risk realization in case of an emergency. This includes, for example, the question of whether and when compliance committees are to be set up, who belongs to them and what tasks and competencies are to be assigned to a committee or comparable task force.
Once a compliance incident has been resolved, the question of whether and how claims must or can be asserted is very important. Particular care must be taken here to correctly implement the requirements of the jurisdiction so as not to enter into lengthy and cost-intensive litigation, which usually does not know any real winners and usually damages the image of all parties involved. Of course, we also represent our clients in corresponding liability proceedings, both on the plaintiff and defendant side.
Range of Services
In the area of partnership and corporate law, we offer you the following services in particular:
- Analysis and optimization of corporate governance, including review and revision of the statutory documents (articles of association, rules of procedure, code of conduct, etc.)
- Development and supplementation of any additional instruments and regulations (information regulations, signature regulations, whistle-blower systems, efficiency checks, compliance emergency plans)
- Advice on the duties of corporate bodies under company law, including the preparation of liability reports with special consideration of the Business Judgement Rule
- Analysis and optimisation of the documentation of decision-making processes, including recording of minutes and court-proof justification of board decisions as well as D&O legal protection
- Legal preparation and support of general meetings or shareholders' meetings, board and committee meetings and other resolutions, taking into account duties under board law
- Documentation and maintenance of corporate law measures (restructuring, reorganizations, capital measures), including advice on special legal regulations and group law
- Corporate law litigation (asset and liability)