Executive Management Meeting
For those companies that have already established a U.S. subsidiary, our Executive Management Meeting (EMM) offers up-to-date information about how the U.S. subsidiary can perform correctly (keyword: Corporate Governance). In addition, the EMMs help to protect the U.S. subsidiary from personal liability by adequately training its executives in the operational areas in which they will bear management responsibility. Equipped with this advice, the managers’ risk of personal liability will be considerably reduced. In addition, since the German managers will come away with knowledge of the U.S. market, the argument that the U.S. subsidiary must be a front company and the German parent company should be responsible will no longer be valid (keyword: liability penetration; Veil Piercing).
The EMMs are structured in a way that allows all relevant liability topics to be covered. Therefore, no issue remains that the managers have to worry about. Among the topics covered are product liability, transfer pricing, corporate governance, insurance, employment, and contractual risk management.
We recommend that the EMMs are attended with a certain delay after the U.S. Entry Meetings since they are based on the content of the U.S. Entry Meeting. Therefore repetitions in some areas are unavoidable.
In particular, after setting up a company in the US, all managers involved in the US business should visit the Executive Management Meetings (EMM) to be up-to-date on relevant US issues.
Agenda
08:45–09:00 Registration
09:00–09:20 Welcome & Introduction of the Participants
• Overview of today’s program & agenda
• Short round of introductions of the participants
09:20–10:00 Introduction to U.S. Liability Issues
• Do‘s and don‘ts – an overview
• Contractual liability
• Product liability – What is product liability?
• Punitive damages
• Pass-through liability
10:00–10:40 Contractual Risk Management
• Correct contract management
• Limitation of liability – Contract example
• Indemnities
• Individual provisions
• Securing purchase price claims
• Arbitration vs. litigation
• The US civil proceedings
• Discovery proceedings
• Costs
• Enforcement in Germany
10:40–11:20 Protection against Product Liability
• What is product liability, who is affected?
• Strict Liability
• Risk management and prevention
• PH relevant documents
• Content, structure of manuals & adaptation
• Technical standards
11:20–11:35 Coffee Break
11:35–12:15 Insurance
• Certificate of Insurance (COI’s) and Additional insured status
• Product liability / classification / foreign umbrella / high deductible / defense outside the limits
• German master policies as umbrella over US local paper
• Primary market versus Excess & Surplus (E&S)
• Workers comp – experience mod – high deductible program
• Bonds – of balance letter of credits
• Automobile – composite rates – nuclear verdicts
• D&O / Employment Practises Liability (EPL)
• Property – wind / flood / EQ
• Cyber
• Benefits : self insured versus fully insured – stop loss – pharmacy programs
12:15–13:15 Corporate Governance and Piercing of the Corporate Veil
• Corporate governance?
• Pitfalls
• Officer & Board Functions
• Documentation obligations in the Minute Book
• Avoiding the personal liability of officers & directors
• Avoidance of liability for passing through
• Correct financial governance
13:15–14:00 Lunch
14:00–14:45 US Taxes – The Essential Principles
• Basics of US tax law
• Permanent establishment issues
• Sales tax – examples
• Property tax
• Transfer pricing
14:45–15:30 Mergers & Acquisitions
• Overview and introduction to Mergers & Acquisitions
• Phases of a transaction
• Important clauses in the letter of intent
• Locked-box vs. closing accounts
• Enterprise value vs. equity value
• Special case: Acquisition of an insolvent company
(Chapter 7 and Chapter 11, expiry of a 363 sale)
15:30–16:15 Employment / Human Resources, US Employment Contracts
• Basic principles
• Drafting of contracts
• No discrimination
• Social Security & Expats
• 50 States of America – Legal issues
• Pseudo self-employment
• Current topics
16:15–16:30 Tea Break
16:30–17:00 Greenfield Investments / Site Selection
• Why choose a location?
• Qualitative location criteria
• Economic development
• The site selection process
17:00–17:45 Data Protection, Antitrust, Compliance
• Compliance: USA & Germany
• Data transfers
• Cartel law
• Kickbacks
• Compliance Management Systems (CMS): Risk Minimization
17:45–18:00 Feedback from Participants
18:00–19:00 Cocktail Reception / Networking / Questions & Farewell
* Subject to change
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