Rechtsnatur der aktienrechtlichen Gründerhaftung

2021 ◽  
Author(s):  
Anna-Katharina Christensen
Keyword(s):  
Risk Compensation ◽  
Corporation Law ◽  
Legal Nature ◽  
Corporate Character ◽  
German Stock ◽  
The Creation ◽  
Stock Corporation

A problem that has so far remained unsolved in stock corporation law is the question of the legal nature of the founder´s liability under § 46 of the German Stock Corporation Act (AktG), with which the work deals. First of all, the views on the classification of the forunder´s liability as tortious or corporate character are discussed. Subsequently, the author explains that the founder´s liability under stock corporation law is a sui generis liability in the sense of a risk compensation liability, which secures a proper founding process of the stock corporation as (institutional) compensation for the abstract risk associated with the creation of a stock corporation and its release into legal transactions.

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.

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.

Business Judgment Rule und Insolvenzverwalterhaftung

2019 ◽  
Author(s):  
Sarah-Maria Resch
Keyword(s):  
Decision Making ◽  
Board Members ◽  
Business Decisions ◽  
Free Zone ◽  
Business Judgment Rule ◽  
Corporation Law ◽  
German Stock ◽  
Insolvency Proceedings ◽  
Constituent Elements ◽  
Stock Corporation

The codification of the so-called business judgement rule in section 93, para. 1, sentence 2 of the German Stock Corporation Act was intended to create a liability-free zone in the field of qualified business decisions for board members of a stock corporation. Especially since the continuation of business during insolvency proceedings has been made possible, an insolvency administrator steps into the position of a managing director and, as such, also has to make business decisions. This work examines whether and to what extent the business judgement rule in the German Stock Corporation Act is also applicable to the liability of insolvency administrators, which particularities their constituent elements have in comparison to stock corporation law and in which concrete decision-making situations an insolvency administrator can make use of the business judgement rule. The work closes by suggesting suitable wording for an insolvency business judgement rule.

scholarly journals LEGAL NATURE OF DEPARTMENTAL REGULATIONS

2019 ◽  
Vol 23 (3) ◽  
pp. 413-428
Author(s):  
Yuri G. Arzamasov
Keyword(s):  
Russian Federation ◽  
Setting Process ◽  
Legal Nature ◽  
Legislative Regulation ◽  
The Russian Federation ◽  
The Creation ◽  
The Government ◽  
Rule Making ◽  
Multistage Classification

The article is devoted to the establishment of the legal nature of departmental regulations. The main parameters and scope of rule-making competence of federal executive bodies are examined. Because of the heterogeneity of departmental normative acts, there is a need to develop a general multistage classification of departmental regulations, the creation of which will also help determine their legal nature. Based on the analysis, a conclusion was made on the need for legislative regulation of the rule-making competence of federal executive bodies, as well as the procedure for implementing a departmental norm-setting process in the Russian Federation. The question is debated whether the departmental normative acts are sources of law. It is concluded that departmental regulations perform the same functions as all other normative legal acts, that is, they create norms of law, modify and supplement existing norms, and in some cases cancel them. Consequently, these acts are sources (forms) of law. The problem of the place, which departmental normative acts occupy in the system of subordinate normative acts, is being discussed. In conclusion, the author comes to the inference that departmental regulations possess all the features of by-laws. It is noted that departmental regulations act as acts of developing norm-setting, since they carry out the functions of detailing and concretizing laws, acts of the President and the Government.

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