You can find all upcoming seminars in our online seminar calendar.

No matter, which industry you are in and no matter how large or how small your firm is: The following subjects areas are a “must” for every Executive:

• Business Law & Corporate Governance (PART 1)
• German Accounting Principles (GAAP) & Corporate Taxation (PART 2)
• Employment Law & HR Relations (PART 3)

PART 1 (Day 1):

In this Seminar, you will get an insight into the anatomy and mechanics of German Business Law and Corporate Governance. You will learn about the Legal Types of Business Organization (Aktiengesellschaft, Societas Europae, GmbH, UG, GbR, oHG, KG, GmbH & Co. KG), Sources and Structures of Business Law and by which means Organizations interact with their Stake Holders (measures of Representation). Together, we will examine the German Code of Corporate Governance, highlighting those topics which are most relevant in practice. Duties of Care will be our special focus, helping you to avoid those pitfalls, which could end up in personal liability. At the end of this section, we will take a brief look at the legal mechanics of Reorganizations (M&A) and Corporate Finance transactions.

PART 2 (Day 2):

In our German GAAP part of the Seminar, we will take a look at the statutes of the German Commercial Code (“HGB”) and we will analyze material differences between HGB and IFRS. You will also learn the basics of Group Accounting and the relationship between Local and International Accounting. Ultimately, you will get an idea of how the Audit process works (including which rules are governing the relationship between your firm and your auditor) and how you best will survive your first Audit in Germany… In the Tax part of this Seminar, you will be introduced to the German Corporate Income Tax and Trade Tax Law. Furthermore, we will take a brief look into the Reorganization Tax Act and – very basic – other Tax types in Germany like VAT and Real Estate Transfer Tax. At any time, we will do our best to help you being Tax compliant, avoiding Tax risks for your firm and you personally. On the other hand, we will point to some Steering Levers which enable you to reduce your Tax Burden.

PART 3 (Day 3):

The Employment Law & HR Relations Part of the seminar offers an introduction to the German individual and collective labour law and will help you to efficiently handle all stages of the “employee life-cycle”. This will cover: employee search & selection, conclude employment contracts (with a link to the compensation & benefits issue), employees’ & employers’ duties in the ordinary course of business, termination of labour relationships (including an excursion to disciplinary measures), restructuring of departments and companies as well as M&A transactions. Furthermore, you will learn about the typical German Co-Determination by way of the Betriebsrat (Works Council), Gewerkschaft (Trade Union) and employee representation in the Aufsichtsrat (Supervisory Board). Ultimately, our curriculum will give you an understanding of the specific labour law of top management… At any time, a particular focus of the seminar will be those aspects of German Labour law, which – by foreign executives – are used to be experienced as sneaky pitfalls.

Overview

PART 1: German Business Law & Corporate Governance

• Legal Types of Business Organization (Aktiengesellschaft, Societas Europae, GmbH, UG, GbR, OHG, KG, GmbH & Co. KG)
• Corporate Bodies (Vorstand, Aufsichtsrat, Geschäftsführung), Internal Organisation & External Representation
• Roles and Major Duties of Executives & Supervisors (“Duties of Care”, “Business Jugement Rule”)
• Legal Mechanics of Corporate Transactions, Reorganizations (M&A) and Corporate Finance The German Code of Corporate Governance

PART 2: German Accounting Principles (GAAP) & Corporate Taxation

German Accounting Principles (GAAP):

• “Grundsätze Ordnungsmäßiger Buchführung” – the German Principles of Bookkeeping
• Case Studies & Special Items (Work in Progress, Depreciation & Amortization, Goodwill & other Intangible Assets, Provision Types, Discounting Long-term Provisions, e.g. for Pensions)
• „Bilanz“, „GuV“, „Anhang“, „Lagebericht“ – a quick Overview of the Elements of Financial Reporting
• Accounting Policy – Potentials & Constrains in Managing your P&L
• Group Accounting & IFRS
• The Audit Process & Relationship with your Auditor
• Criminal Sanctions

Corporate Taxation:

• Income Tax & Corporate
• Income Tax (Partnership vs. Corporation)
• Trade Tax
• Reorganisation Tax
• VAT, Real Estate Transfer Tax
• Tax Compliance
• Steering Levers to reduce your Tax Burden

PART 3: Employment Law & HR Relations

• Basic Principles & Sources of Law
• Employee Search & Selection
• Concluding Employment contracts
• Managing Compensation & Benefits
• Employees’ & Employers’ duties in the ordinary course of business
• Termination of Labour relationships
• Restructuring of departments and companies
• M&A transactions
• Corporate Co-Determination
• Employment Law of Top Management

For the speakers, please see the Speakers’ page of this website.

In this Seminar, you will get an insight into the anatomy and mechanics of German Business Law and Corporate Governance. You will learn about the Legal Types of Business Organization (Aktiengesellschaft, Societas Europae, GmbH, UG, GbR, oHG, KG, GmbH & Co. KG), Sources and Structures of Business Law and by which means Organizations interact with their Stake Holders (measures of Representation). Together, we will examine the German Code of Corporate Governance, highlighting those topics which are most relevant in practice. Duties of Care will be our special focus, helping you to avoid those pitfalls, which could end up in personal liability. At the end of this section, we will take a brief look at the legal mechanics of Reorganizations (M&A) and Corporate Finance transactions.

Overview:

• Legal Types of Business Organization (Aktiengesellschaft, Societas Europae, GmbH, UG, GbR, OHG, KG, GmbH & Co. KG)
• Corporate Bodies (Vorstand, Aufsichtsrat, Geschäftsführung), Internal Organisation & External Representation
• Roles and Major Duties of Executives & Supervisors (“Duties of Care”, “Business Jugement Rule”)
• Legal Mechanics of Corporate Transactions, Reorganizations (M&A) and Corporate Finance
• The German Code of Corporate Governance

For the speakers, please see the Speakers’ page of this website.

In our German GAAP part of the Seminar, we will take a look at the statutes of the German Commercial Code (“HGB”) and we will analyze material differences between HGB and IFRS. You will also learn the basics of Group Accounting and the relationship between Local and International Accounting. Ultimately, you will get an idea of how the Audit process works (including which rules are governing the relationship between your firm and your auditor) and how you best will survive your first Audit in Germany… In the Tax part of this Seminar, you will be introduced to the German Corporate Income Tax and Trade Tax Law. Furthermore, we will take a brief look into the Reorganization Tax Act and – very basic – other Tax types in Germany like VAT and Real Estate Transfer Tax. At any time, we will do our best to help you being Tax compliant, avoiding Tax risks for your firm and you personally. On the other hand, we will point to some Steering Levers which enable you to reduce your Tax Burden.

Overview

German Accounting Principles (GAAP):

• “Grundsätze Ordnungsmäßiger Buchführung” – the German Principles of Bookkeeping
• Case Studies & Special Items (Work in Progress, Depreciation & Amortization, Goodwill & other Intangible Assets, Provision Types, Discounting Long-term Provisions, e.g. for Pensions)
• „Bilanz“, „GuV“, „Anhang“, „Lagebericht“ – a quick Overview of the Elements of Financial Reporting
• Accounting Policy – Potentials & Constrains in Managing your P&L
• Group Accounting & IFRS
• The Audit Process & Relationship with your Auditor
• Criminal Sanctions

Corporate Taxation:

• Income Tax & Corporate Income Tax (Partnership vs. Corporation)
• Trade Tax
• Reorganisation Tax
• VAT, Real Estate Transfer Tax
• Tax Compliance
• Steering Levers to reduce your Tax Burden

For the speakers, please see the Speakers’ page of this website.

Our Employment Law & HR Relations Seminar offers an introduction to the German individual and collective Employment law and will help you to efficiently handle all stages of the “employee life-cycle”. This will cover: employee search & selection, conclude employment contracts (with a link to compensation & benefits), employees’ & employers’ duties in the ordinary course of business, termination of employment relationships (including an excursion to disciplinary measures), restructuring of departments and companies as well as M&A transactions. Furthermore, you will learn about the typical German Co-Determination by way of the Betriebsrat (Works Council), Gewerkschaft (Trade Union) and employee representation in the Aufsichtsrat (Supervisory Board). Ultimately, our curriculum will give you an understanding of the specific employment law of top management… At any time, a particular focus of the seminar will be those aspects of German Employment law, which – by foreign executives – are used to be experienced as sneaky pitfalls.

Overview

• Basic Principles & Sources of Law
• Employee Search & Selection
• Concluding Employment contracts
• Managing Compensation & Benefits
• Employees’ & Employers’ duties in the ordinary course of business
• Termination of Employment relationships
• Restructuring of departments and companies
• M&A transactions
• Corporate Co-Determination
• Employment Law of Top Management 

For the speakers, please see the Speakers’ page of this website.

Executive staff in Germany are expected to know the basic principles of Employee Co-Determination law. The Seminar will first give you a broad overview of the function and organisation of Trade Unions in Germany and of corporate Co-Determination and Works Council Co-Determination. A focal point will be the provisions governing Works Council Co-Determination. The presentation will be compact, concentrating on the essential outlines of the topic, and will help you avoid the mistakes that result in avoidable proceedings before Labour Courts and conciliation bodies, and in the worst-case scenario in regulatory and criminal offences.

Overview

• Tariff Autonomy in Germany
• The role and function of Trade Unions and Employers’ Associations
• Corporate Co-Determination: Employees on Supervisory Boards
• Rights and duties of the Works Council
• How to deal with the Works Council and its members – what needs to be watched?
• A proper and dispassionate approach to solving conflicts with the Works Council

For the speakers, please see the Speakers’ page of this website.

M&A is a multi-faceted and interdisciplinary phenomenon: Strategic, Financial, Legal, Accounting, Tax, Management & HR questions arise and a diversity of decision-makers and experts must be brought together. In this “Helicopter” Seminar, you will get an overview of the “big points” of the whole M&A array. We will cover all mentioned disciplines and we will walk through all relevant stages by way of a step plan: from Target search over CEO’s handshake to the full implementation of the corporation’s new structure. You will learn about the complex mechanics of an M&A Deal, but you will also familiarize with a multitude of technical features (e.g. diverse Due Diligences) which have to be executed with a clockwork’s precision. For a full “big picture”, we will ultimately introduce you to the key players in the M&A market and explain the major duties of Executives in an M&A process.

Overview

• Basic Steps in an M&A Deal: From Target search over CEO’s handshake to full Implementation
  • The M&A Time Table – crucial Milestones
  • The SPA
  • Due Diligence
  • Structuring the Deal
• Issues & Disciplines
  • Strategy: Why making an M&A Deal?
  • Finance & Valuation: What is a fair Price for a Target company? And how to pay?
  • Legal: The Legal Mechanics of an Asset Deal & a Share Deal
  • Accounting: Treatment of Goodwill & Purchase Price Allocation
  • Taxation: Optimizing the Tax Burden
  • Anti-Trust: The sword of Damocles
  • Management & HR: Restructuring the Corporate Organization
• Key Players in the M&A market – what they contribute to the Deal and how to steer them
  • Lawyers
  • Accountants
  • Tax Experts
  • Investment Bankers
  • Private Equity Firms
  • Consultants for Strategy & Implementation
• Executive Duties in an M&A process
  • Duties of Care & Business Judgement Rule in an M&A Deal
  • How to avoid common Pitfalls

For the speakers, please see the Speakers’ page of this website.

In this Seminar, you will get an insight into the tax, legal and regulatory issues relevant for setting-up and running a GmbH. Our focus will be the Owner-managed GmbH, i.e. the Managing Director (“Geschäftsführer”) is also the full or – at least – the controlling Shareholder (“Gesellschafter”) of the GmbH. As our starting point, you will be introduced to the steps of establishing a GmbH and how to avoid the most common pit-falls in the start-up phase. After a brief walk through the Legal mechanics of the corporation, we will develop the “big points” of the firm’s Tax issues: Corporation Tax & Trade Tax, Value Added Tax, Wage taxation and – to complete the picture (enabling you to calculate the cost of personnel) – also the handling of Social Security contributions. A big topic will then be the – taxwise quite complex – question of Shareholder/Corporation-relationship: You will learn about Capital Gains Taxation and explore the basic principle of “hidden profit distribution” as well as other risks of business transactions concluded between “related parties”. In a case study we will calculate the tax effect of CEO salary as opposed to a dividend distribution to the shareholder. Our last topic will be Crisis Management and Prevention: What are the risks to address under the German Insolvency Act and which measures can you take to manage or – much better: – to proactively prevent a financial crisis… At any time of the Seminar, we will provide you with those information necessary to reduce financial risks and to escape personal liability.

Overview

• Actions to set-up and to run a GmbH: the different steps to take and the pitfalls to avoid
• Corporation Tax & Trade Tax: What causes taxes? What is the amount of taxes due? When are taxes to be paid?
• Value Added Tax (VAT): Your “tax companion” in the Sales & Procurement process
• Wage Tax & Social Security contributions: the “HR side” of taxation
  The Shareholder/Corporation-relationship: Capital Gains taxation, “Hidden profit distributions” and other transactions between “related parties”; Case Study
• Options for Action in Crisis and Measures to proactively prevent a Crisis

For the speakers, please see the Speakers’ page of this website.

Taxation and Social Security of Compensation & Benefits is a much more complex issue than many believe! In this Seminar, you will learn both: to understand the underlying legal principles and, second, to calculate and report the relevant deductions and contributions in day-to-day practice. You will get to know the diverse salary components and how these are classified in the tax and social security system. You will become familiar with the details of company car taxation, travel expenses and tax-exempt salary components. As a matter of course, we will demonstrate the applicable tax rates and contribution rates as well as the relevant assessment ceilings. Based on this, you will discover in our Case Study the options of tax class choices and their immediate cash effects. At any time, you will learn to perform your job in compliance with all relevant legal rules and standards. In addition to this, we will provide you with hands-on and practical advice how to efficiently manage a Wage tax and Social Security Audit. But you will also discover a more proactive side of your role, learning to effectively plan the personnel costs of your firm and to competently manage your HR figures – making you a valued partner for your contacts in the Finance, Accounting and Tax departments.

Overview

• Compensation & Benefits: Employers’ Duties
• Self-employed or employed? – Sometimes a tricky question!
• “Wages” versus “Operational Benefits” – Where is the divide?
  Tax-exempt salary components
• Current compensation, benefits and other payments
• Special payments, Bonuses and Deferred income
• Company Car taxation
• Traveling Expenses
• Tax Classes
• CEO/Executive compensation
• Net wage agreements
• Tax rates, Social Security rates and Assessment Ceilings
• Mandatory membership versus Opt-in/opt-out alternatives in Social Security
• Case Study: Calculation of the Wage tax & Social Security contributions of Mr. Hans  Mustermann and Mrs Melanie Mustermeier
• Remaining “Mini” items: the Minimum wage; Employment of “Mini Jobbers”
• “Under Fire”: Strategies to manage your next Wage tax Audit and Social Security Audit
• Personnel Cost Planning & Budgeting
• Effective Interaction with your Finance, Accounting and Tax counterparts

For the speakers, please see the Speakers’ page of this website.

In our Expatriates’ Tax Class, you will get an overview about the tax obligations in Germany and a better understanding of the German tax system. In particular expatriates relocating to Germany during the year – or leaving Germany during the year – often are not aware that they are obliged to file a tax return in Germany. Learn also in this Evening Class about the tax procedure in Germany and how your income from abroad impacts your German tax rate. Furthermore you will be introduced in the different types of expenses which can minimize your tax burden.

Overview

• Tax liability in Germany: “unlimited” versus “limited” tax liability
• Tax procedure in Germany: What’s the filing deadline? Which documents are needed? Jointly or separate income tax return? What’s the difference between the tax classes?
• Types of income: Which income is taxable in Germany?
• Expenses: Overview of deductible types of expenses

For the speakers, please see the Speakers’ page of this website.

This Seminar gives you an insight into the German tax system and the tax obligations in Germany. The intention of this Seminar is not only to discuss the tax obligations but also to optimize your tax burden. We will handle diverse topics for an overview as comprehensive as possible of the German system of individuals taxation. As introduction we will start with a general overview about the tax liability in Germany. We will discuss the different tax classes, the documents which are needed for filing a tax return and the question “When can I benefit from filing a tax return?” After this, we will talk on different expenses and its consequences on your tax burden. You will get a deeper insight into the different types of taxable income in Germany: the taxation of German and foreign rental income, the taxation of investment income and the taxation of pensions. In a next step we will clarify the aspect of gift and inheritance taxation. In a case study you will get some insights about how you may be able optimize your tax burden. Finally we will speak about the taxation of severance payments and what has to be considered when you plan to leave Germany in the future.

Overview

General information on tax liability in Germany

• Difference between unlimited and limited tax liability in Germany
• General Tax procedure e.g. filing deadline, jointly or separate tax return, tax class etc.
• Benefiting from filing a tax return

Expenses

• Types of expenses
• Job-related expenses
• Double household related expenses
• Special expenses
• Extraordinary expenses
• Household-related employments and services

Taxable income in Germany

• Overview: Types of income

Taxation of German and foreign rental income

• Owner-occupied property
• Rented property
• Holiday flats
• Sale of the property
• Moving abroad

Taxation of investment income

• Taxation of interests, capital gains and dividends
• Savers` exemption

Taxation of pensions

• Taxation of German and foreign pensions

Gift and inheritance taxation

Taxation of severance payments

Leaving Germany

• Reclaim of paid pension contributions for non-EU citizen

For the speakers, please see the Speakers’ page of this website.

As a manager you are facing the challenge to deliver results. You (now) have to do so in Germany with a team composed of Germans. – Starting point of our Seminar will be analyzing “facts and fiction” of German stereotypes and if there is a “typical German Way” of Doing Business. Based on this, we will develop a practical and helpful roadmap for you how to best deal with the local culture in the business setting. We will do so in a very hands-on way, embedding cultural soft-skill training into very practical and rigorous Day-to-Day business scenarios (Strategy Development, Project Management and Execution).

Overview

• The German mindset – we will discuss some typical characteristics in comparison with other cultures, the “how to succeed with Germans” and the expectations your team, colleagues and superiors might implicitly have towards you.
• Strategy Development – for every executive (no matter which type of business you are in or which current role you are playing) it is a key necessity to assess your business’ and team’s position, its strategic direction and all relevant opportunities and threats. Besides a theoretical framework, which is helpful in any kind of role, we will discuss complementary case studies of different industries and management roles.
• Project Management – intercultural differences become quite obvious in project management roles. Learn to understand the culturally-driven expectations of your team! And learn to prevent disappointments and to make the maximum out of a task, optimizing processes and results in a multi-cultural setting.
• Execution – after all hard work done before, only an effective execution leads to success. Make sure you are aligned with your team and prevent intercultural differences or formal/legal requirements stop on your way to success.

For the speakers, please see the Speakers’ page of this website.

You are “new on Board” in the Vorstand or Aufsichtsrat of a German Aktiengesellschaft or Societas Europae. Learn about the tricky details of how your organization works: its Corporate Governance, including its interaction with third parties, its diverse Legal and Regulatory parameters and its Reporting structures, including (but not limited to) the focal point of Financial Reporting and what sorts of Audits may be relevant in which situation. Furthermore, you are interested in an overview of your personal Duties in your role: What are the “musts” to efficiently do your job in a diversity of business scenarios (making Business decisions, Competition issues, Capital Markets Communication, M&A/Corporate Finance Transactions, Crisis Management) and what are the pitfalls to avoid? Ultimately, learn about how to protect yourself by way of a D&O insurance policy: What can be covered, what not? – At any time of our Seminar, we will help you finding your way through the jungle of German Corporate Law, providing you with the knowledge to always act in compliance with the German rules. Also hear about the Criminal Sanctions of the German jurisdiction and learn how to keep these unpleasant claws far away from you.

Overview

• Corporate Governance & Business Organization of the Aktiengesellschaft (AG) and Societas Europae (SE): Legal Structures, Principles & Mechanics; Bodies & Committees; Reporting Lines; Regulatory Settings; Top Management Compliance; characteristics of AG and SE as opposed to the GmbH and other legal forms
• Reporting & Audits (both: Financial and other): the role and duties of CEO, CFO and other members of the Vorstand; the role and duties of the members of the Aufsichtsrat and its Chairman; your firm’s Accountant: servant & investigator; peculiarities of publicly-quoted corporations (kapitalmarkt-orientierte Unternehmen); effective supervision & Special Audits (Sonderprüfungen)
• Major Duties of the members of the Vorstand and the members of the Aufsichtsrat – be compliant in the following Scenarios: making Business decisions (“Business Judgement Rule”), Competition and Non-Competition, Capital Markets Communication, M&A Transactions, Recapitalizations & other Corporate Finance Transactions, Crisis Management
• D&O Insurance: What can be covered? What not?

For the speakers, please see the Speakers’ page of this website.

You are “Geschäftsführer” of a German “GmbH”. Learn about the tricky details of how your organization works: its Corporate Governance, including its interaction with third parties, and its diverse Legal and Regulatory parameters. Learn about your personal “Duties of Care”: What are the “musts” to take care of in your “Geschäftsführer”-role in a diversity of business scenarios: making Business decisions, Competition issues, M&A/Corporate Finance Transactions, Crisis Management, HR Management – and what are the pitfalls to avoid? Furthermore, we will cover Financial and Tax Compliance matters, give you guidelines for your Financial Audit and explain the most relevant HR Finance matters to you. Ultimately, learn about how to protect yourself by way of a D&O insurance policy: What can be covered, what not? – At any time of our Seminar, we will help you finding your way through the jungle of German Corporate Law, providing you with the knowledge to always act in compliance with the German rules. Also hear about the Criminal Sanctions of the German jurisdiction and learn how to keep these unpleasant claws away from you.

Overview

• Corporate Governance & Business Organization of the GmbH: Legal Structures, Principles & Mechanics; Bodies; Reporting Lines; Regulatory Settings; characteristics of the GmbH as opposed to the AG and other legal forms
• Top Management Compliance: “Duties of Care” of the Geschäftsführer – be compliant in the entire Life Cycle of your company, including (but not limited to) the following Scenarios: making Business decisions (“Business Judgement Rule”), Competition and Non-Competition, M&A Transactions, Recapitalizations & other Corporate Finance Transactions, Crisis Management, HR Management
• Financial and Tax Compliance, guidelines for your Financial Audit, HR Finance matters, including Social Security
• D&O Insurance: What can be covered? What not?

For the speakers, please see the Speakers’ page of this website.

Market Landscape, Business Organization & Regulatory Basics – This Seminar will provide you with the basics of Banking business in Germany: after an introduction to the peculiarities of the German Banking sector with its diverse players, the very big points of banking organization will be our focus, including legal variations in the set-up of a bank, strategic and operational issues (e.g. outsourcing) and bank accounting under German GAAP. The regulatory part of this seminar will cover an introduction to prudential supervision in Germany, Risk Management, Capital Markets regulation and anti-money laundering. Ultimately, you will learn about which conditions to meet before being eligible to become a board member of your bank and furthermore which statutory rules govern a bank’s compensation practice.

Overview

• The Banking market in Germany: industry players (including all sectors of Banking), regulatory bodies (BaFin, ECB, Bundesbank) & economic landscape 
• Banking Organization: legal structures of banking set-up, obtaining a banking license, capital requirements, operating a bank, outsourcing of corporate functions 
• Bank Accounting: a brief introduction how to understand P&L and balance sheet according to local German GAAP (as opposed to IFRS) 
• Banking Regulation: prudential supervision, Risk Management, Capital Markets regulation, Anti-Money Laundering
• Bank Management & Compensation: prerequisites to becoming a board member; regulatory framework of compensation (“Institutsvergütungsverordnung”)

For the speakers, please see the Speakers’ page of this website.

In this Seminar, you will get an insight into the German concept of the Social Market Economy as developed by German Economic thinkers and as lived in Germany’s Economic policy today. You will learn about the constitutional basics of the German and EU system, the major Economic Institutions in Germany as well as their relationship with European and International players, in particular the EU institutions. Ultimately, we will discuss recent issues of Economic Regulation, highlighting the political influence in the Financial Market, the Employment Market and Regulation by way of Fiscal Policy and Tax Law.

Overview

• The Social Market Economy (“Soziale Marktwirtschaft”): German Economic History and German Thinkers in Economics 
• Economic & Financial Institutions in Germany: Constitutional and Legal basics, Government & Parliament, European Central Bank, Deutsche Bundesbank, Bundesanstalt für Finanzdienstleistungsaufsicht, Institutions for Economic Research 
• The European & International Dimension: Constitutional and Legal basics, European Institutions (European Commission, Council, Parliament, Court) and how they influence the Economic and Financial playing field, Interaction between national and supranational Level, Perspectives of European Economics, Germany in the Global Economy  
• Aspects of Regulation: Regulation of the Financial Market, Regulation of the Employment Market, Regulation by way of Fiscal Policy and Tax Law 

For the speakers, please see the Speakers’ page of this website.