Acting ethically and responsibly is a matter of course for most entrepreneurs. The concept of the “honourable merchant” goes back to the Middle Ages and still has an important meaning for German companies. However, Germany is very much involved in global divisions of labour and along the supply chains there are always grievances in the economic, ecological, and humanitarian spheres. This should change. With the Supply Chain Due Diligence Act, or Supply Chain Act for short, a law was passed that obliges companies based in Germany to implement defined due diligence obligations. It came into force on 1 January 2023 and aims to protect human rights along supply chains, improve working conditions and protect nature from harmful impacts. In concrete terms, companies should ensure that human rights and minimum standards such as the prohibition of child and forced labour are observed through responsible management of supply chains.
On 16 December 2022, the Whistleblower Protection Act (HinSchG) was passed in the Federal Parliament. Based on the Whistleblower Directive, it guarantees whistleblowers better protection in their professional environment against reprisals such as dismissal or defamation. The next plenary session of the Bundesrat is on 10 February 2023. If it approves the HinSchG, the law can be promulgated in February. Since a law comes into force three months after promulgation, in this case it would probably be the end of May. In the first stage, the law will apply to all companies with 250 or more employees and, from 17 December 2023 to all companies with at least 50 employees.
The press releases are piling up: small and medium-sized companies are increasingly experiencing economic difficulties – many have concrete closure plans and are implementing them. The offers for sale are increasing. Energy shock, brittle supply chains, shortage of skilled workers and inflation are the reasons. Price increases are not only hitting their own profit and loss statements, they are also causing customers to hold back and lower sales. An analysis by the information service provider CRIF sees an increased risk of insolvency for around 300,000 companies in Germany. That is around 10% of the companies in Germany. The industries that are particularly energy-intensive have already shown significant increases in insolvency cases. This situation calls for attention and caution.
The planning of a company succession, the sale of the company or the departure of a shareholder: The company valuation can become relevant for very different reasons. Basically, the company value is an important criterion when a company is up for succession. The company value provides important guidance at all stages of the succession process: If an entrepreneur knows the company value at an early stage and if it turns out to be lower than desired, he may have sufficient time until the time of the planned sale to take suitable measures to increase the value. If the entrepreneur is weighing up various succession options, the company valuation is an important factor in the decision-making process. For example, in order to clarify whether the sum would be sufficient as retirement provision. Or to ensure fair distribution within the family succession. Or to discuss what tax effects an internal family succession would have. When it comes to a concrete sale, the company valuation is a critical decision-making basis for the negotiation talks.
The whistleblower directive is coming. But very few companies have taken care of it yet. This is shown by a recent PWC study. And it also confirms our impression in practice. But time is pressing: if the law is finally passed by parliament, all companies with 50 or more employees will be obliged to install a corresponding system. And the number of employees here is based on the European concept of employees – and this differs from the usual way of counting. Employees include everyone employed by the company without exception, including interns, mini-jobbers, and the management itself. This is important for determining whether thresholds are reached or not.
In many medium-sized family businesses, a succession is due in the foreseeable future. In most cases, the company is to remain in family ownership. But not all daughters and sons are talented entrepreneurs. Or simply no one wants to do it. Then an external manager can be appointed.
When an external manager takes over the management of a family business, there are many challenges – for both sides. At the same time, the cooperation also holds many opportunities: External managers can professionalize the company with their experience and bring fresh momentum into the business. For the collaboration to succeed, a systematic approach is advisable – starting with the onboarding phase. Read more
Orders cannot be accepted because production does not create enough output? The complaint rate is increasing? The company is in a tight financial situation because too much liquidity is tied up in the entire production process?
Many medium-sized manufacturing companies are currently in a challenging situation. Weaknesses in the structures and processes of production thus become even more apparent. Of course, no production is perfect. If it is viewed and optimized according to the principles of lean management, significant improvement results can be achieved. Lean Production creates a customer-oriented, lean, and resource-efficient production process and strengthens the competitive position. Lean Production aims to avoid waste at all levels in production processes, to ensure good quality, to keep delivery times short and costs low.
One comes, one goes – and if one doesn’t go, one is too many. This statement already says a lot about why succession in family businesses is demanding. It takes a successor who is willing to take on responsibility and it takes an entrepreneur who is willing to put responsibility in the hands of his successor. The path to succession is crucial because it involves answering many questions. Systematically addressing the issue of succession in the company at an early stage ensures success – even if the result will most likely be different than expected.
Sooner or later, undesirable developments in a company become apparent in its earnings situation. Once there, it is usually only a matter of time before the company’s liquidity is also affected. So, if there are negative deviations in sales and/or earnings compared to corporate planning, if the results are below those of comparable companies or even negative, it is imperative to take countermeasures. Precisely because time is usually of the essence in such cases, it is crucial to proceed thoroughly and professionally.
Since August 1, 2022, the new regulation in the Verification Act obliges German employers to record and archive further contractual terms in writing in addition to the information regulated in Section 2 (1) of the NachwG. And this in paper form. The new regulation leads to considerable additional bureaucratic work, and many companies have hardly been able to prepare for the new Verification Act due to the short transition period. Therefore, the question arises: How can medium-sized companies implement the requirements resulting from the Verification Act in a compliance-compliant and yet company-specific manner?