Managing Director Consultancy

Advice for managing directors

Being a managing director is a position of great responsibility. You represent the company to the outside world. At the same time, you shape and steer internal processes. But prestige and influence come at a price: you are accountable to the shareholders, the law, suppliers and customers are obliged to do so and are liable in the event of non-compliance – potentially including your private assets.

We are your guides – and we’ll steer you safely through all the shoals.

Avoiding liability risks

Legislation and case law impose numerous duties on managing directors. The often dramatic consequences of failing to fulfil such duties are here described in more detail.

We can help you identify your duties as a director and implement them within the overall framework of the various interests at stake.

Resolving liability claims and mitigating their consequences

You can’t make an omelette without breaking eggs. So, should you ever find yourself facing allegations of non-compliance, we will work with you to develop solutions designed to minimise the consequences of such breaches.

Optimising relationships with (co-)shareholders

As a managing director, you are inevitably caught between conflicting interests with your (co-)shareholders. However, differences of opinion can certainly be constructive if they are handled professionally.

By structuring a company in a forward-looking manner in accordance with company law, responsibilities can be clearly defined. This can help to prevent many disputes.

Unfortunately, it is all too common for personal sensitivities to influence decision-making, pushing rational solutions further out of reach. In such cases, it is necessary to draw on the appropriate corporate law instruments in order to stay on course.

Organising shareholders’ meetings and resolutions

The management’s responsibilities include preparing shareholders’ meetings and shareholders’ resolutions. In particular, it is essential to comply with certain formalities; failure to do so could, in the worst-case scenario, render resolutions null and void. We have further information on this here In summary, we would be happy to assist you in ensuring that shareholders’ meetings and resolutions are prepared correctly.

M&A, MBO, MBI – buying and selling companies or shareholdings

Managing directors are particularly vulnerable when it comes to corporate transactions. This naturally applies to cases where, as a managing director, you wish to take over your own company (MBO) or acquire a stake in another company (MBI). We review and structure the transaction to help you avoid any pitfalls relating to company law and taxation.

Corporate transactions in which third parties acquire the company or take a stake in it are also significant for the managing director. As managing director, you are best informed about the situation within the company. For this reason, you are usually required to provide guarantees for which you are personally liable with your private assets. Let us advise you on negotiating such guarantees – and on keeping the potential liability within manageable limits.