Enthaftung durch Zustimmung

2021 ◽  
Author(s):  
Liska Müßig
Keyword(s):  
Limited Liability ◽  
Board Members ◽  
Legal Certainty ◽  
German Stock ◽  
The Law ◽  
Stock Corporation

Can board members and managing directors effectively exempt themselves from liability by having the shareholders approve the act in advance? The work is intended to contribute to more legal certainty in dealing with “exclusion of liability”. While the exculpatory effect of consent is recognised in principle, the details of conditions and limits are still controversial. The author discusses important issues in connection with the provision on exclusion of liability of Section 93 (4) sentence 1 of the German Stock Corporation Act. In the absence of a corresponding provision in the law governing limited liability companies, the author subsequently examines the extent to which the results obtained can be applied to limited liability companies.

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.

Gesellschaftsrechtliche Maßgaben für eine Gruppenbesteuerung ohne Gewinnabführungsvertrag

2019 ◽  
Author(s):  
Jacob Hörnle
Keyword(s):  
Limited Liability ◽  
Corporate Law ◽  
Corporate Tax ◽  
Group Company ◽  
Different Types ◽  
Group Members ◽  
German Stock ◽  
Group Taxation ◽  
Taxation System ◽  
Stock Corporation

In order to establish a fiscal unity for corporate tax (Organschaft) in Germany, group members must be party to a so-called profit transfer agreement according to the German Stock Corporation Act (AktG). This agreement leads to interdependences between tax and corporate law, which are not only often criticized but have even caused efforts to replace the Organschaft by a modern group taxation system not requiring a profit transfer agreement. The present work analyses which questions and conflicts would arise under German corporate law, should a group taxation system which functions without profit transfer agreements be implemented. The analysis considers different types of group taxation systems: one which attributes the tax income of group members to the parent group company, and a group contribution system. The emerging questions and conflicts under corporate law are systematically examined for limited liability companies (GmbH) and stock corporations (AG).

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 PELAKSANAAN TANGGUNG JAWAB SOSIAL DAN LINGKUNGAN PADA PT. FREEPORT INDONESIA SEBAGAI PT. PENANAM MODAL DALAM RANGKA PERLINDUNGAN DAN PENGELOLAAN LINGKUNGAN HIDUP

2018 ◽  
Vol 4 (1) ◽  
pp. 63
Author(s):  
Netty SR Naiborhu
Keyword(s):  
Social Responsibility ◽  
Foreign Capital ◽  
Limited Liability ◽  
Environmental Responsibility ◽  
Limited Liability Company ◽  
Legal Certainty ◽  
Real Form ◽  
Work Plan ◽  
The Law

Implementation of social and Environmental Responsibility is the obligation of the company that should be budgeted and accounted for as expenses the company conducted with attention to propriety and obligation. Program of social responsibility and the environment must be included in the annual work plan and budget a limited liability company according to Law Number 40 of the year 2007 On limited liability company and Act No. 25 of the year 2007. The problem how form the implementation of social and Environmental Responsibility at the PT. Freeport Indonesia as PT. Planter foreign capital in mining?, and whether Act No. 40 Year 2007 On limited liability company and Act No. 25 of the year 2007 to give legal certainty to the implementation of social and Environmental Responsibility (TJSL) on PT. Freeport Indonesia?. The method of the approach used in this study using normative juridical approach, with the main focus is the implementation of TJSL on PT. Freeport Indonesia with the data acquired and analyzed using the methods of normative qualitative. Results of the study showed a real form of legal certainty is the implementation or enforcement of the law against an act regardless of who is doing. With the certainty of the law. and Act No. 40 Year 2007 On limited liability company and Act No. 25-year 2007 has not been able to guarantee the legal certainty of implementation of TJSL/CSR. Because of the vagueness in the substance of its settings. Keywords: Protection, Management, Environment.

Pengatuan Hukum Terhadap Narkotika Jenis-Jenis Baru yang Belum Terdaftar

2020 ◽  
Vol 6 (1) ◽  
Author(s):  
Rizky Maulana Hakim
Keyword(s):  
Hazardous Materials ◽  
Legal Certainty ◽  
Next Generation ◽  
The Law

We realize that in the community, it is still close to the night world which can plunge the nation's next generation, through drinking, gambling, and especially Narcotics. There are many rules related to this problem, it is still possible that the minimum knowledge of the community is what causes users to become victims of the rigors of using drugs.In discussing this paper, we will take and discuss the theme of "Legal Certainty and Role of Laws on Narcotics (Narcotics and Drugs / Hazardous Materials) by Users and Distributors." The purpose of accepting this paper is, first, to be agreed by the reader which can be understood about the dangers that need to be discussed regarding the subjectivity of the drug itself; secondly, asking the reader to get a clue about actually addressing the urgency about the distribution of drugs; round, which is about knowing what the rules of the law and also the awareness in the surrounding community.Keywords: Narcotics, Role of Laws, Problem, Minimum Knowledge, awareness

The Law of Contract

2018 ◽  
Author(s):  
Eva Steiner
Keyword(s):  
Common Law ◽  
World Market ◽  
Contract Law ◽  
The State ◽  
Legal Certainty ◽  
Philosophical Foundations ◽  
The Common ◽  
The Law

This chapter examines the law of contract in France and discusses the milestone reform of French contract law. While this new legislation introduces a fresh equilibrium between the contracting parties and enhances accessibility and legal certainty in contract, it does not radically change the state of the law in this area. In addition, it does not strongly impact the traditional philosophical foundations of the law of contract. The reform, in short, looks more like a tidying up operation rather than a far-reaching transformation of the law. Therefore, the chapter argues that it is questionable whether the new law, which was also intended to increase France's attractiveness against the background of a world market dominated by the Common Law, will keep its promise.

Perlindungan Hukum Harta Bawaan Debitur Pasca Perceraian

2021 ◽  
Vol 1 (1) ◽  
pp. 68-77
Author(s):  
Puspa Fitriyah
Keyword(s):  
Legal Protection ◽  
Legal Liability ◽  
Legal Certainty ◽  
Citizenship Status ◽  
Credit Guarantees ◽  
Personal Status ◽  
The Will ◽  
The Law ◽  
Joint Property ◽  
Husband And Wife

The problem of debt is included in the field of personal status, where marriages are carried out between spouses, which as a result of the law of debt become a burden to be borne together from marriage agreements between citizens, especially related to the distribution of joint assets. How is the legal liability of debtors to creditors in the final period of marriage? and How is the legal protection for the debtor's innate property? Regarding the marriage agreement, it is regulated in Article 29 of Law Number 1 of 1974 concerning Marriage. This is because of the agreement made between the husband and wife both regarding joint property after marriage and the child's guardianship rights as well as the citizenship status of the child and each party. The method used in this research is normative juridical and empirical juridical research which is analyzed using legal certainty theory and legal liability theory. From the results of the research. Events that often occur in the field of debt, debt repayments that must be paid by the debtor are often not as agreed. In the legal certainty of customer credit guarantees on objects of land and building mortgages, there is a decrease in the appraisal value by the bank, but the binding of credit guarantees with mortgages is carried out if a customer or debtor obtains credit facilities from the bank. Divorce is an abolition of marriage accompanied by a judge's decision. or at the will of one of the parties, both husband and wife, through the submission of a claim by one of the parties to the marriage. Keywords: Legal Liability, Debt, Creditors, Wife.

The Law of Limited Liability Partnerships

2021 ◽  
Author(s):  
John Whittaker ◽  
General Editor John Machell
Keyword(s):  
Limited Liability ◽  
The Law
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