Directors’ & Officers’ Liability – Enforcing legal claims and decisions with legal certainty
We advise potential breaches of duty by managers and executive bodies, especially with regard to compliance violations and inadequate compliance programs. We examine the extent to which compensation claims can be enforced and support the legally sound enforcement of decisions – with many years of practical knowledge and experience in the company, in consulting and in court.
Due to the current diesel scandal and the process coming to terms with the financial crisis, executive board liability remains a market-dominating issue. Breaches of duty can lead to criminal, civil and labor law consequences. The demands placed on managing directors, board members and supervisory board members have notably increased in many places.
We provide comprehensive legal advice in possible cases of directors’ and officers’ liability and other crisis situations. When advising, we do not limit ourselves to the analysis of enforceable claims and existing D&O coverage with submission of legal opinions. We develop negotiation strategies and possible solutions together with our clients. If required, we represent our clients’ interests before ordinary courts of law as well as in arbitration and mediation proceedings.
We assist our clients in the reorganization of their corporate and group structures, prepare general meetings and shareholders’ meetings and provide comprehensive advice on management and supervisory board matters.
A particular focus is also on the structure of rights and obligations under company law, in particular the separation of responsibilities between the individual corporate bodies (corporate governance).
- Examination of possible directors’ and officers’ liability claims and their enforceability
- Examination of the D&O coverage protection
- Preparation of necessary committee decisions (“business judgment rule,” etc.) as well as their legal protection, including preparation and implementation of shareholders or general meeting resolutions
- Representation of interests in and out of court in the assertion of directors’ and officers’ liability claims
- Advice on changes to the organizational structure or process organization as an appropriate response to identified compliance violations (“lessons learned”)