englischThe „Weltruf“-judgement of the Federal Court of Justice (file no. II ZR 11/17) has brought the internal division of responsibilities within a company body back into focus. But how and to what extent does the division of responsibilities within the management board modify the duties of [...]

englischIf board members violate a duty towards the company, they are faced with the question of the extent to which they must disclose the breach and thus expose themselves to civil or criminal law consequences. It is not only the fulfilment of statutory disclosure obligations that is problematic, [...]

englischWhat is the purpose of the stock corporation? Walther Rathenau's question about the legally standardized corporate objectives of the stock corporation has been a hot topic for over a century. In recent years, the discourse on the goal of sustainability has been influenced by the changing [...]

englischThe participation of the partners in the profits of a business partnership is particularly explosive: First of all, the self-financing interest of the company and the distribution interest of the partners are in conflict. In the distribution of profits among the partners, the latter then [...]

englischThe hundredth anniversary volume of the Heidelberg Series on Economic and European Law reflects with its title the proprium of the series and brings together contributions on internal market law before member state courts (Peter-Christian Müller-Graff), on new perspectives of a European [...]

englischThe MoMiG has considerably facilitated the granting of upstream loans and securities, which are widespread in group financing practice, with Sec. 30 I 2 Alt. 2 GmbHG and Sec. 57 I 3 Alt. 2 AktG. Subsequently, the BGH (BGHZ 179, 71 and BGHZ 214, 258) required the managers of the [...]

englischFor decades, the digitalisation of the general meeting has been a concern of science and practice. With the outbreak of the COVID 19 pandemic, the legislator was forced to act and immediately passed a temporary law that made it possible to hold virtual general meetings. However, this [...]

englischIf an investment fund with independent legal personality is managed by an external capital management company, the question arises as to which responsibilities and tasks are assumed by the external capital management company and the investment company respectively. This paper deals with this [...]

englischThe German GmbH goes digital – from 1 August 2022, it will be possible to incorporate a German GmbH/UG fully digital. The notary remains involved as a key player in the incorporation process. In his thesis, the author analyses the digital incorporation procedures in Germany and Austria and [...]

englischIn the event of a company demerger, there exists a regular need to not only allocate contracts in their entirety to another legal entity, but also to split them up and, for example, to transfer rental agreements solely with half of the rented business property.

The dissertation examines the [...]

englischCan corporations recover fines imposed on them by way of directors' and officers' liability? Can German law resort to the approaches of foreign legal systems in answering this question? This dissertation offers an in-depth legal comparison on the question with Austria, the United Kingdom and [...]

englischOn the occasion of the bi-national project of the SES, the author outlines a conceptual framework for a genuine supranational legal form, which is intended to facilitate SMEs' access to the European internal market.

In this context, the author analyzes the possible additional value of such a [...]

englischIn practice, there is widespread uncertainty about how the supervisory board must monitor the quality of the audit. In the legal literature, too, the topic has so far been dealt with only marginally. The dissertation first analyzes the regulatory framework that ensures audit quality, which [...]

englischThis book answers the question how to implement procedural contracts into the contractual structure of German investment funds. In practice, procedural contracts are primarily concluded where there is already a contractual relationship. The thesis thus analyzes the contractual relations [...]

englischNeither the existence of takeover price rules nor regulatory supervision effectively protect individuals from a control-induced exit from the company on inappropriate terms. The shareholders of the target company are dependent on legal protection under civil law in order to enforce their [...]

englischThis volume outlines an organisational form for research collaborations and thus aims to contribute to the development of enabling law in the scientific field. Since Corporate Governance is tailored to businesses rather than research activities, the author develops a Collaborative Research [...]

englischThis 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 [...]

englischSubject of this dissertation is the assessment of non-challenge clauses between a patent holder and a licensee as well as possible exceptions for free licences, obsolete technology and settlement agreements against the background of German and EU competition law. In addition, the author [...]

englischIn recent history, legislation, jurisprudence and case law increasingly tend to treat groups of companies not only as single economic entities but also as single entities in a legal sense. Therefore, the question of justification of limited shareholder liability in a group of companies is [...]

englischThe study examines the material scope of the shareholder´s voting prohibitions and compares sec 47 (4) GmbHG with the shareholder´s duty to abstain from voting in closed corporations in France, Great Britain, Austria and Spain. Following that, the author concentrates on the controversial [...]

englischCan the long-awaited Company Law Package fulfill the high expectations and the need for legal certainty for the cross-border conversion? The aim of this dissertation is to examine the Company Law Package in detail by analyzing European and German case law and taking into account the (still) [...]

englischIs the German Competition Act applicable to public authority economic action governed by public law? This work approaches the issue – due to greatly varying prices and § 185 (1) sentence 2 GWB – based on the abuse control of drinking water charges levied by a public law entity. It analyzes [...]

englischProxy Advisors are taking a more and more leading role in the daily common practice of Corporate Governance, providing shareholders with recommendations on how to vote in general meetings of listed companies. Not directly covered by law so far, the Second EU-Shareholders Directive of May [...]

englischThis work deals with one of the central questions with regard to the application of competition law to markets of the internet economy: To what extent can the prohibition of the abuse of market power according to Art. 102 TFEU be applied to innovative markets like the internet search engine [...]