What duties do German company directors owe when approving related‑party transactions?

Question

As a board member of a GmbH in Germany, I'm reviewing a large contract from a related party. I'm concerned about conflicts of interest and compliance with the German Corporate Governance Code. What steps are required to document the conflict, obtain proper approvals, and manage potential liability?

Streiff Law - your International Business Law firm from Berlin · Accepted Answer

In the board resolution document you need to protocol your objection and potential dissenting vote. Proper approvals depend on the board statutes and the company bylaws. Liability may also be mitigated with a D&O insurance. For further questions please send me an email to hi (at) streiff (dot) law

What duties do German company directors owe when approving related‑party transactions?

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