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Current Case Law: What Managing Directors Must Absolutely Consider

Written by p400123 on . Posted in Uncategorised.

Decisive Judgments for Managing Directors: Your Most Important Duties at a Glance

Managing directors bear immense responsibility, whether in dealing with finances, legal obligations, or data protection issues. These judgments shed light on key issues and show how you can protect yourself to minimize risks. Those who wish to delve deeper into these topics can find valuable practical support in the seminar offerings of the SP Entrepreneur Forum.

Key Rulings for Managing Directors

1. Liability for Destructive Intervention (BGH, Judg. of 24.01.2023 – II ZR 417/21)

Case: A managing director transferred company funds to his personal account, even though the company was in financial trouble. After the bankruptcy, he was held liable.

Key Message: The BGH decided that the managing director violated his duties of care (§ 43 GmbHG) through self-enrichment. This led to personal liability.

Practical Consequences:

  • No Self-enrichment: Withdrawals are only allowed with financial stability and shareholder approval.
  • Check Liquidity: Regular financial checks are essential.
  • Protect Interests: Never place personal interests above those of the company.

💡 Deepening: Seminars like those offered by the SP Entrepreneur Forum provide practical tips on how managing directors can fulfill their duties of care legally.

2. Tax Liability (FG Cologne, Judg. of 22.09.2022 – 2 K 1331/20)

Case: A managing director failed to submit tax returns on time, leading to tax back payments. The tax office held him personally liable.

Key Message: Breaching tax obligations leads to liability according to § 34 AO and § 69 AO.

Practical Consequences:

  • Keep Deadlines in Sight: Missing tax dates is not an option.
  • Create Order: Clean bookkeeping protects against liability risks.
  • Seek External Help: Tax advisors or auditors are valuable partners.

💡 Deepening: The “Compact Management” seminar of the SP Entrepreneur Forum shows how managing directors can minimize tax risks.

3. Non-Compete Clause (OLG Munich, Judg. of 15.06.2022 – 7 U 3059/21)

Case: A managing director founded a competing company during his tenure without obtaining shareholder approval. The company successfully sued.

Key Message: Such behavior violates the non-compete clause and the duty of loyalty (§ 43 GmbHG).

Practical Consequences:

  • Respect the Prohibition: Competition is strictly prohibited during tenure.
  • Obtain Approval: Consent from shareholders is required for secondary activities.
  • Avoid Conflicts: Transparency about potential conflicts of interest builds trust.

💡 Deepening: The Entrepreneur Forum offers assistance on how managing directors can avoid such conflicts and act legally.

4. Protection Against Discrimination (BAG, Judg. of 23.03.2022 – 10 AZR 228/21)

Case: An employee was discriminated against, and the managing director failed to take protective measures. The court awarded damages to the employee.

Key Message: Managing directors are personally liable for violations of the AGG (§ 12 AGG) if protective measures are omitted.

Practical Consequences:

  • Introduce Guidelines: Create clear anti-discrimination policies.
  • Offer Training: Raise awareness of equal treatment among staff.
  • Act Quickly: Take complaints seriously and take consistent action.

💡 Deepening: In the seminar offerings of the SP Entrepreneur Forum, you can learn how to ensure a discrimination-free work environment.

5. GDPR Violations (ECJ, Judg. of 21.04.2022 – C-154/21)

Case: Insufficient data protection measures led to a data leak. The ECJ emphasized the responsibility of the managing director for compliance with the GDPR.

Key Message: Managing directors are responsible for data protection measures in accordance with Art. 24 GDPR.

Practical Consequences:

  • Prioritize Data Protection: Regular review of measures.
  • Data Protection Officer: Mandatory from 20 employees.
  • Create Awareness: Training for employees is a must.

💡 Deepening: The SP Entrepreneur Forum offers practical support on how to act GDPR-compliantly.

Conclusion

These judgments show that managing directors must act not only strategically but also legally safe. Errors in duties of care, tax, or data protection matters can have expensive consequences.

The SP Entrepreneur Forum supports managing directors in seminars to recognize liability risks, minimize them, and optimally prepare for the challenges of practice. Visit the Management Seminars to benefit from expert knowledge!