Manager model
The Manager model is a kind of corporate legal involvement, which is characterized in that the society create the role as the manager is linked. It is not specifically regulated by law, rather the managing director acquires the company share in the conventional way. The “manager model” is created on the basis of the contractually defined modalities.
There are no limits to the variety of details of the contractual regulation. A key feature, however, is that the company should end when he is dismissed as managing director or when his managing director employment contract ends. One possible legal arrangement is that the managing director, when acquiring the business share, also makes the offer to transfer this share back in the event that his position as managing director is terminated. The purchase price for the repurchase does not have to be quantified immediately; it makes sense to define success-dependent criteria for determining the price. According to general principles, the purchase price must at least be determinable (so-called essentialia negotii ).
The nominal value is often determined as the purchase price for the shareholder . Another frequently encountered arrangement modality is the restriction of participation in the losses of society.
The aim of the manager model is to motivate the managing director by participating in the company's success. The design modalities are also shaped by this goal. For example, the transfer of the business share will be linked to the company's approval (so-called restriction on transferability ). Otherwise, the shareholder could undermine his obligation to retransfer by selling his share to a third party. Because according to the separation principle applicable in German civil law , the (re) sale of the share agreed at the beginning does not prevent the shareholder from transferring this share to third parties.
The Federal Court of Justice has confirmed the fundamental legal admissibility of the manager model . Neither the requirement of equal treatment of shareholders nor labor law fundamentally oppose the manager model. The provisions on pre-formulated contractual clauses ( general terms and conditions law) do not conflict with this either. It should be borne in mind, however, that in the case decided by the BGH, a different assessment may well be indicated.
The manager model is not limited to the GmbH, it can also be agreed for partnerships . The employee model is related to the manager model .
Individual evidence
- ^ BGH, judgment of September 19, 2005 , Az. II ZR 173/04, full text.
