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.

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.

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.

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.

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