The Plymouth Company and Massachusetts Bay Company (1622–1639): Establishing Theocratic Corporate Governance

This chapter examines the development of a different form of corporate religious governance in the Atlantic in the years after the Jamestown massacre. It focuses on the denominational identity of its members and how this influenced the direction and formation of a theocratic model of governance that the company would adopt. This chapter illustrates how the leaders of the Plymouth and Massachusetts Bay companies, such as William Bradford, John Endicott and John Winthrop, established authoritarian governments by manipulating charter privileges, forming a theocratic model of governance in New England. It examines how the leaders and members of the Plymouth Company and Massachusetts Bay Company, as corporate bodies, established and nurtured a distinct form of governmental identity. By tracing the development of the Massachusetts Bay Company’s congregational theocratic governance through works such as Bradford’s Of Plimoth Plantation, the Winthrop Papers, as well as the Records of the Town of Plymouth and the Records of the Governor and Company of the Massachusetts Bay New England, it shows how the joint stock corporation offered its members the legal and structural framework that would dogmatically police the religious behaviour of its members to secure and establish a godly republic.

Enthaftung durch Zustimmung

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.

Geschäftsleiterbinnenhaftung in Großvereinen

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.

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

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.

Vorstandsinnenhaftung nach Kartellrechtsverstößen

This work offers a comprehensive appraisal of the intercorporate liability for damages of the executive board vis-à-vis the stock corporation for a corporate antitrust fine. Given the nature of the field, this topic is likewise highly controversial and relevant in practice. Subsequent questions, in particular with regard to the possibility of limiting liability de lege lata and de lege ferenda, are answered. The legal issues dealt with in this work are not only situated at the interface between corporate liability, public sanctions and civil compensation law, but also address regulatory matters of the economic order.

Konsultative Hauptversammlungsbeschlüsse im Aktienrecht aus rechtsvergleichender Sicht

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.

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

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.

Rechtsnatur der aktienrechtlichen Gründerhaftung

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.

Kapitalmarktkommunikation durch den Aufsichtsrat einer Aktiengesellschaft

Contrary to what the inclusion of a suggestion in the “DCGK” regarding investor dialogue by the chairman of the supervisory board and its widespread use in practice would suggest, the legal framework for capital market communication by the supervisory board has not yet been clarified. The author therefore examines the admissibility and limits of capital market communication by the supervisory board by analysing German stock corporation and capital market law. In particular, it is shown that topic-specific communication competences result from the dualistic competence structure as annex competences and that narrowing the communication responsibilities to the chairman contradicts the nature of the supervisory board as a collegial body.

Recht- und zweckmäßiges Handeln des Geschäftsleiters bei der Abschlusserstellung

Considering the planned amendments under the Financial Market Integrity Strengthening Act, the author first analyzes to what degree IFRS and reporting standards under the German Commercial Code grant managers discretion when preparing the annual and consolidated financial statements of a company. She then examines how to exercise such discretion in accordance with § 93 subsection 1 of the German Stock Corporation Act and to what extent accounting decisions are protected by the business judgment rule.