Alle Beiträge zum Stichwort: public company

Voting prohibition of the controlling shareholder when initiating directors’ and officers’ liability claims in the controlled company; minority shareholders are not at the mercy of the majority company without protection.

Unlike Anglo-American corporate law, the continental European corporate tradition distinguishes two boards involved in corporate governance in stock corporation law. The Management Board and the Supervisory Board are two relevant bodies. And yet, both bodies fulfill very different tasks within the company. Especially in fast-moving times like these, the Supervisory Board and the Management Board must work together efficiently to achieve the best for the company, even in difficult times.

BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing In group structures, it is not uncommon for members of the management board of a stock corporation to become involved in the management of subsidiaries. However, when stock corporation board members appoint themselves as managing directors of a wholly-owned GmbH (German Limited Liability Company) subsidiary (the Company), the law may reach its limits. Whether and under what conditions a “self-appointment” is possible and whether the interposition of an authorized representative changes anything – the Federal Court of Justice (BGH) ruled on this at the beginning of 2023 (BGH, judgment of 17.01.23, ref.: II ZB 6/22).