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 Related-party disclosures in the two-tier board system in China: Influences of ownership structure and board composition

2008 ◽  
Vol 4 (1) ◽  
pp. 37-49 ◽  
Author(s):  
Yuan George Shan ◽  
Dennis W. Taylor
Keyword(s):  
Ownership Structure ◽  
Supervisory Board ◽  
Listed Companies ◽  
Annual Reports ◽  
Board Members ◽  
Corporate Board ◽  
High Concentration ◽  
Corporate Context ◽  
Supervisory Boards ◽  
Board System

This study concerns related-party disclosures by listed companies in China, in a corporate context of a high concentration of government-linked ownership, a two-tier board system, and the engagement of directors, key managers and major shareholders in direct and indirect transactions and business relationships with their company. Using content analysis of annual reports of listed companies in China over 5-years from 2001 to 2005, results show that the comprehensiveness of related-party disclosures is positively affected by companies’ domestic ownership concentration and the proportion of independent directors on the corporate board. But the proportion of supervisory board members with professional knowledge and experience is, unexpectedly, found to have a significant inverse relationship with the extent of related-party disclosure. Reasons peculiar to the context in China are proffered, particularly the likelihood of internal censorship of the more professionally qualified members of supervisory boards.

scholarly journals Corporate board composition in an emerging market

2007 ◽  
Vol 3 (3) ◽  
pp. 33-38
Author(s):  
Alexander N. Kostyuk
Keyword(s):  
Transition Economy ◽  
Negative Impact ◽  
Emerging Market ◽  
Supervisory Board ◽  
Board Members ◽  
Board Composition ◽  
Corporate Board ◽  
Second Stage ◽  
The Past ◽  
Supervisory Boards

The purpose of this research is to find the factors influencing composition of the supervisory boards in a transition economy with application to Ukraine. This paper is based on the research of 50 largest companies in Ukraine. Period of research is 1998-2005. Methodology of research is based on observations (the first stage) and questionnaires (the second stage). Experience of the supervisory board members in Ukraine is quite poor. Only 24 per cent of members of supervisory boards have a five and more year experience as supervisory board members. The supervisory board members had the strong links with the company in the past as executives. Thus, about 74 per cent of members of the supervisory boards in Ukraine worked as executives of the same company at least during a year for the last ten years. This makes the negative impact on the independence of the members of the supervisory boards. Value of this paper is that it explains an influence of a broad range of factors on the board composition in transition economy.

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.

Vorstandshaftung und Vertraulichkeit

2020 ◽  
Author(s):  
Philipp Pauschinger
Keyword(s):  
Board Of Directors ◽  
Supervisory Board ◽  
General Meeting ◽  
Corporation Law ◽  
The Board Of Directors ◽  
Stock Corporation

May breaches of duty by members of the board of directors remain confidential? This is often the only way to avoid further damage to the company. However, appropriate information is a prerequisite for shareholders to be able to exercise their rights in the context of board liability. In this context Philipp Pauschinger examines the duties to provide information under stock corporation law and develops a system of tiered shareholder information based on the reporting obligations of the supervisory board, accounting regulations, the shareholders' right to ask questions in the general meeting and the report of the special auditor. In a further step, he shows how this system strengthens the liability of the executive bodies in the company's interest.

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.

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.

Does gender diversity in supervisory boards affect gender diversity in management boards in Germany? An empirical analysis

2021 ◽  
pp. 239700222199714
Author(s):  
Dennis Fleischer
Keyword(s):  
Fixed Effects ◽  
Structural Equation ◽  
Gender Diversity ◽  
Supervisory Board ◽  
Board Members ◽  
Governance System ◽  
Management Board ◽  
Supervisory Boards ◽  
Gender Quota ◽  
The Impact

Social aspects like gender diversity in the boardroom are becoming increasingly relevant and are a popular topic of public debate in the context of gender equality in business. However, there is little clarity about the potential spill-over effects of gender diversity. Both theory and empirical results have led to ambiguous conclusions with respect to the effect of gender diversity in the supervisory board on gender diversity in the management board. In addition, it is not clear whether the German gender quota legislation positively affects this relationship. This study analyses whether gender diversity in the supervisory board supports the gender diversity of the management board, and whether this relationship is affected by the gender quota legislation, focusing on the unique case of Germany. To cope with endogeneity concerns, this study employs a cross-lagged panel model with fixed effects using maximum likelihood structural equation modelling. The results of the analysis of the impact of the number of female supervisory board members on the number of female management board members do not support the view of positive spill-over effects of gender diversity in the environment of the German two-tier corporate governance system. Furthermore, this study finds no evidence of an effect of the German gender quota on this relationship. JEL Codes G38, M12, M14, M51

Gendering Corporate Boards and Conditional Effectiveness of Board Processes: Insights from a Sub-Saharan African Country

2021 ◽  
pp. 097215092110362
Author(s):  
Obi Berko O. Damoah ◽  
Yvonne Ayerki Lamptey ◽  
Alex Anlesinya ◽  
Barbara Naa Amanuah Tetteh
Keyword(s):  
Corporate Governance ◽  
African Country ◽  
Board Members ◽  
Corporate Boards ◽  
Corporate Board ◽  
Board Processes ◽  
Board Directors ◽  
Women On Corporate Boards ◽  
Sub Saharan ◽  
Board Level

This study explored how and when female board members make effective contribution to board processes in a sub-Saharan African country (Ghana), a context characterized by low female representation on corporate boards, but highly under-researched with respect to the gender and corporate governance literature. The study is based on interview data from 25 female board directors in Ghana. The results show that women on corporate boards contribute to effective board processes and outcomes when their proposed ideas during board meetings are accepted by other board members, implemented by management and impact positively on organizational outcomes such as enhanced financial, product and staff outcomes. These effective contributions of female board directors to corporate board processes can further be enhanced by suitable female directors’ personal-level conditions such as their human capital (advanced degree and professional qualification, and past board membership experience) and family support (supportive husbands, and having grown up children), as well as board-level conditions like occupying chairperson/leadership position on the board or committees, and regular attendance at board meetings. Consequently, this research study contributed to the gender and corporate governance literature by providing new evidence from under-researched geographical context on how women on corporate boards contribute to effective board processes. It further highlights personal and board-level conditions that are necessary for greater contributions of female directors to corporate board processes and outcomes in male-dominated societies and boards.

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