Das Verhältnis der Nahezu-100%-Vermutung aus dem EU-Kartellrecht zur Weisungsfreiheit des Vorstands einer Aktiengesellschaft

2021 ◽  
Author(s):  
Marcel Marques
Keyword(s):  
Board Of Directors ◽  
Antitrust Law ◽  
Economic Unit ◽  
The Board Of Directors ◽  
Stock Corporation

With the economic unit in European antitrust law, the ECJ has created a way to impute conduct between companies. The culmination of the economic unit represents the almost 100%presumption. In particular due to the extensive interpretation of the economic unit, the question arises as to whether there are cases in which the presumption is not applicable. A possible limit to the presumption could arise from the independence of the board of directors of a stock corporation. The paper examines the dogmatic classification of the presumption and addresses the question whether the independence of the board of directors affects the presumption.

Die Kompetenzverteilung zwischen Vorstand und Hauptversammlung im Rahmen des Merger of Equals

2021 ◽  
Author(s):  
Dirk Schmidbauer
Keyword(s):  
Board Of Directors ◽  
General Meeting ◽  
The Board Of Directors ◽  
Business Combination ◽  
Stock Corporation

For transnational mergers of listed corporations, the merger of equals procedure is chosen frequently. This thesis comprehensively deals with the delimitation of the competences of the board of directors and the general meeting of a listed stock corporation in the case of the merger of equals. It is examined whether the conclusion of the business combination agreement requires the approval of the general meeting or whether it falls exclusively within the competence of the board of directors. Furthermore, it is examined whether the merger as such falls within the competences of the general meeting, in particular whether the merger establishes unwritten competences of the general meeting.

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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