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.

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.

Konsultative Hauptversammlungsbeschlüsse im Aktienrecht aus rechtsvergleichender Sicht

2021 ◽  
Author(s):  
Mehmet Sadik Çapa
Keyword(s):  
Subject Matter ◽  
General Meeting ◽  
General Context ◽  
European Law ◽  
Legal Basis ◽  
Management Board ◽  
Corporation Law ◽  
Legal Nature ◽  
German Stock ◽  
Stock Corporation

In German stock corporation law, non-binding resolutions of the general meeting as one of the participation instruments for shareholders have so far mainly been summarized or analyzed under the heading of management board remuneration. The purpose of this thesis is, however, to analyze these resolutions not only in this context, but in a more independent and general context. The thesis examines the admissibility and legal basis, legal nature, subject matter, adoption, as well as the consequences of non-binding shareholders resolutions. Thereby, various topics are compared with U.S., Swiss, and Turkish law. In addition, European law is also addressed in various aspects.

Der Rechtsanwalt als Aufsichtsratsmitglied

2019 ◽  
Author(s):  
Lars Frederik Bühren
Keyword(s):  
Legal Issues ◽  
Corporation Law ◽  
Supervisory Boards ◽  
Professional Law ◽  
Approval Procedure ◽  
German Stock ◽  
Scope Of Application ◽  
Stock Corporation ◽  
Academic Debate

This study examines the work of lawyers on supervisory boards in public limited companies. It is the first to investigate all the relevant legal issues in this respect, particularly with regard to consultancy agreements, from both a stock corporation law and a professional law perspective, the latter of which has been neglected in the academic debate on this subject to date. Firstly, the author presents the particular demands on lawyers on supervisory boards in detail before focusing on consultancy agreements according to § 114 of the German Stock Corporation Act (AktG). In addition to examining the requirements for drafting such agreements, he discusses, among other things, both the approval procedure in this respect and how framework contracts are dealt with, critically questioning jurisprudential positions and developing practical solutions. Moreover, he analyses all the constellations in which the scope of application of § 114 of the AktG could be broadened from both a stock corporation law and a professional law perspective.

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.

Dealing with Corporate Scandal under European Market Abuse Law: The Case of VW

2019 ◽  
Vol 16 (4) ◽  
pp. 484-534
Author(s):  
Mario Hössl-Neumann ◽  
Andreas Baumgartner
Keyword(s):  
Member State ◽  
European Market ◽  
Market Abuse ◽  
Corporate Scandal ◽  
Optimal Functioning ◽  
Corporation Law ◽  
German Stock ◽  
Outer Bounds ◽  
Stock Corporation ◽  
Market Abuse Directive

This paper uses the current proceedings against Volkswagen Aktiengesellschaft for violations of its continuous disclosure obligation as a backdrop for addressing fundamental questions of European market abuse law. Specifically, we ask how the Market Abuse Directive and Regulation (MAD/R) and Member State corporate law together shape management’s disclosure policy vis-à-vis the stock market. Taking the perspective of German stock corporation law, our main findings are twofold: First, while European market abuse law severely limits management’s discretion when market integrity is at stake, Member States can still largely control its influence on internal corporate governance – i.e., on the distribution of information between management and shareholders. Second, MAD and MAR directly draw on conceptions of public interest in Member State law when determining the outer bounds of issuers’ ability to delay disclosure, thereby potentially promoting compliance. Based on these insights, the paper then closes with a note of caution for national legislators and suggests a more profound discussion of their responsibility for the optimal functioning of European market abuse law.

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