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

3. Advisory Board 27 Appointment and structure Responsibilities of the Advisom Board (1) The Company shall have an advisory board. It shall consist of at least three members who shall be appointed and withdrawn by the shareholders' meeting. Where the Advisory Board shall consist of only three members, these shall be appointed and withdrawn by the shareholders' meeting acting by simple majority. In case the Advisory Board shall consist of more than three members, the fourth and any other supplementary member shall be appointed and withdrawn by the shareholders' meeting with the majority of 9%. of the votes of all shareholders. The advisory board consists of the managing directors and one director intended by the majority shareholder. They shall elect a chairman and a deputy chairman amongst its members. The chairman and, in its absence, its deputy, shall represent the advisory board externally and shall be authorised to make all declarations necessary to implement resolutions of the advisory board. (2) Membership of the advisory board may also be awarded to individuals who have no shareholding in the Company but who may not be an employee of the Company or an employee of a company in which the Company has a share of more than a quarter or of which it is the general padnen