Kapitalmarktkommunikation durch den Aufsichtsrat einer Aktiengesellschaft

2021 ◽  
Author(s):  
Elisa Sophia Knorr
Keyword(s):  
Capital Market ◽  
Supervisory Board ◽  
Legal Framework ◽  
Market Communication ◽  
Competence Structure ◽  
German Stock ◽  
Stock Corporation

Contrary to what the inclusion of a suggestion in the “DCGK” regarding investor dialogue by the chairman of the supervisory board and its widespread use in practice would suggest, the legal framework for capital market communication by the supervisory board has not yet been clarified. The author therefore examines the admissibility and limits of capital market communication by the supervisory board by analysing German stock corporation and capital market law. In particular, it is shown that topic-specific communication competences result from the dualistic competence structure as annex competences and that narrowing the communication responsibilities to the chairman contradicts the nature of the supervisory board as a collegial body.

No Stock Options for Supervisory Board Members of a German Stock Corporation: A Comment on In re Mobilcom AG, BGH II ZR 316/02 of 16 February 2004

2004 ◽  
Vol 5 (4) ◽  
pp. 347-354 ◽  
Author(s):  
Dirk Reidenbach
Keyword(s):  
Stock Options ◽  
Supervisory Board ◽  
Federal Court ◽  
Board Members ◽  
Management Board ◽  
Federal Court Of Justice ◽  
German Stock ◽  
The Law ◽  
Near Future ◽  
Stock Corporation

On February 16th, 2004 the German Federal Court of Justice (Bundesgerichtshof, BGH) delivered a judgment concerning stock options for members of the supervisory board of Mobilcom AG, a major German telecommunications company organized as a stock corporation. As is well known, German stock corporations have a two-tier board, consisting of the management board and the supervisory board. This decision by the BGH sheds again a new light on the much discussed and much disputed management structure of German stock corporations. After this decision, there are now only limited ways in which members of the supervisory board may be compensated with stock options, if at all. In the near future, even these possibilities might be foreclosed by new regulation. The following comment will give a brief overview of the case, the reasoning of the Court, the law as it stands, and finally the law as it might become.

Kapitalmarktkommunikation des Aufsichtsrats

2020 ◽  
Author(s):  
Laura Greimel
Keyword(s):  
Supervisory Board ◽  
Corporation Law ◽  
Management Responsibility ◽  
German Stock ◽  
Stock Corporation

The author analyzes the dialogue between supervisory board and stock holders against the background of the board's and the supervisory board's level of competences as set forth in German stock corporation law. Part one outlines "if" the supervisory board is authorized to communicate with stock holders and interprets applicable competences under German stock corporation law to be extended by communication annexes. Part two sets out contents and limits to such communication competences based on (i) the board's overall management responsibility as well as (ii) the rules of equality and confidentiality.

The Limitations of the Management Board's Directive Powers in German Stock Corporations

2010 ◽  
Vol 11 (5) ◽  
pp. 493-512 ◽  
Author(s):  
Lars Böttcher ◽  
Sebastian Blasche
Keyword(s):  
Supervisory Board ◽  
Organizational Form ◽  
Corporate Law ◽  
Board Structure ◽  
Management Board ◽  
German Stock ◽  
Stock Corporation ◽  
The U.S

The limitations of the management board's directive powers in German Stock Corporations are an important issue in German Corporate law. The German Stock Corporation or Aktiengesellschaft (“AG”) is the corporate organizational form most directly comparable to the publicly held corporation in the U.S. It is regulated by the German Stock Corporation Act (AktG). The defining feature of the AG is a two-tier board structure containing both a management board (Vorstand), which is in charge of managing the corporation, and a supervisory board (Aufsichtsrat), which is elected by the shareholders' meeting (Hauptversammlung) and which appoints and supervises the management board. The two boards are completely separate from each other, no overlap in membership is permitted.

Geschäftsleiterbinnenhaftung in Großvereinen

2021 ◽  
Author(s):  
Anton Leopold Nußbaum
Keyword(s):  
Supervisory Board ◽  
Economic Importance ◽  
Board Members ◽  
Legal Practice ◽  
Corporate Board ◽  
Corporation Law ◽  
Common Interests ◽  
Practical Analysis ◽  
Stock Corporation

The internal liability of managers of large associations is becoming increasingly relevant in the context of their growing economic importance, especially considering the stricter compliance obligations. The book develops de lege lata with the help of corporate principles a liability regime for board members and association managers with and without corporate board positions that is in line with common interests. At the same time, the author uses a practical analysis of various association structures to indicate the problems that exist in the realization of liability and recommends de lege ferenda for a mandatory supervisory board for large associations based on the model of stock corporation law. The work addresses equally academics and legal practice as well as the associations themselves.

scholarly journals Genesis And Development Of Capital Market In CIS Countries: Cases From Russia, Kazakhstan, And Uzbekistan

2021 ◽  
Vol 58 (1) ◽  
pp. 129-139
Author(s):  
Otabek Narziev
Keyword(s):  
Capital Market ◽  
Legal Framework ◽  
Market Regulation ◽  
Main Research ◽  
Market Formation ◽  
History Of ◽  
Research Questions ◽  
Capital Market Regulation ◽  
Cis Countries ◽  
In Cis

This paper provides the necessary information and analysis for understanding and considering the main research questions and discussions of the research. Notably, this section outlines the background to capital market formation and development in CIS countries through a brief history of the CIS; considers the necessity of capital market and its regulation in CIS countries; reviews the institutional and legal framework of capital market regulation, and analyzes certain problems of capital market development.

scholarly journals Crowdfunding in Saudi Arabia: A Case Study of the Manafa Platform

2019 ◽  
Vol 11 (11) ◽  
pp. 72
Author(s):  
Heba Gazzaz
Keyword(s):  
Saudi Arabia ◽  
Capital Market ◽  
Financial Support ◽  
Legal Framework ◽  
Start Up ◽  
The World ◽  
Alternative Finance

Crowdfunding is an innovative form of financial support that is increasingly used around the world. Crowdfunding can provide a new investment channel and help those with innovative ideas and start-up businesses to circumvent traditional financing struggles and secure alternative finance. This paper presents an overview of crowdfunding, its fundamentals, and its main participants. Specifically, it explores the characteristics of crowdfunding in Saudi Arabia by examining the first and successful crowdfunding platform (Manafa) to be licensed by the country’s capital market authority. This paper shows that the sole applicable model in Saudi Arabia is equity-based crowdfunding, and this is significantly controlled and operated under a more efficient legal framework than much foreign crowdfunding. However, the Saudi market would benefit from greater awareness of crowdfunding as a new investment channel, and from the introduction of the debt-based crowdfunding model in accordance with Saudi market regulations.

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