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

IV. Prohibition of Competition 28 Release from the Prohibition of Cometition ESCP Europe Business School - Contract and Business Law in Europe One or more managing directors who are under a prohibition of competition may be released therefrom. If the release affects a shareholder, the release shall require a resolution passed by the shareholders' meeting. If a managing director is to be released, the release shall be included in a contractual agreement. The details of this release shall be regulated in the resolution to be passed by the shareholders' meeting or the contractual agreement if this should be a compulsory requirement for the validity of the release