Four students decided to draft documents to incorporate a limited liability company in Germany.

They want to formalise their relationship such as member of a pop band. Three of them

periodically play music in pubs and bars; the fourth one helps the others in looking for the

available pubs/bars, in contracting the fees with the owners, in setting up musical instruments

and all the technological supports to play. They are known as "The Watchers". So, all of them

effectively contributed to the band's success: the three musicians, writing new songs and

playing their music; the fourth one, acting as the agent of the others.

The articles of association already drafted contain many clauses: read them, think about their

scopes and their usefulness; try to make comments about the clauses marked in yellow, and

do it in light of the actual relationship between those guys as well as of the (desirably positive)

development of their musical activities.

Each group should deliver me a synthetic report on pros and cons of marked clauses

2. Shareholders' meeting 18 Responsibilities of the Shareholders' Meeting The shareholders' meeting is responsible for all the affairs of the company unless responsibility is allocated to another executive body of the company by law or the Articles of Association for individual matters. 19 Convening of Meetings Shareholders' meetings are convened by the management. One managing director is sufficient to convene the meeting. The shareholders' meetings shall take place at the registered offices of the company or a location previously determined by the shareholders' meeting. 20 Ordinam Shareholders' Meeting An ordinary shareholders' meeting shall take place in the first eight months of a financial year. This meeting shall generally decide on a) the approval of the actions of the managing directors, b) the approval of the actions of the Advisory Board, c) the appropriation of profits. 21 Extraordinam Shareholders' Meetings Extraordinary shareholders' meetings shall be convened if the managing directors or one or more shareholders whose shareholding constitutes at least 1MB of the share capital combined requests Dnmn n'n":n rnnon n1" m Right of Participation (1) All shareholders have a right to participate in the shareholders' meeting. (2) Experts and persons providing information may also be included for consultation regarding individual items with the consent of the shareholders' meeting. (3) Each shareholder may be represented by another shareholder or a managing director. The shareholder is also entitled to authorise a member of a profession committed to professional confidentiali in the tax consultin ,financial auditin or le al consultin rofessions to assert his ESCP Europe Business School - Contract and Business Law in Europe right in the shareholders' meeting or to consult same as support in the shareholders' meeting. Any powers of attorney shall be granted in writing. 23 Chairmanship of the Shareholders' Meeting The shareholders' meeting shall be chaired by the managing director, if multiple managing directors are appointed, the meeting shall be chaired by the managing director with the most years of service. If multiple managing directors have the same years of service, the oldest present shareholder in terms of age shall determine who has the chair of the shareholders' meeting. The shareholders may elect another chairperson at the beginning of a shareholders' meeting with a majority of the votes of all shareholders