Berichtspflichten bei Strukturmaßnahmen von Aktiengesellschaften

The author of this study compares the technical and content-related requirements of management reports in relation to measures taken to restructure public limited companies. In doing so, he not only examines the statutory obligations of compiling such reports in depth (according to the reorganisation tax act, section 186, paragraph 4 and section 293a of corporation law), but also tackles the highly contentious issue in both theory and practice of unwritten reporting obligations (for example, within the framework of the ‘Holzmüller’ ruling or in the event of delisting). This study reveals the numerous similarities between the individual reports and also analyses the differences between them, which are not always apparent at first. The author also pays special attention to comprehensively portraying the legal consequences of an inaccurate report and, in doing so, focuses on analysing the rights which each shareholder is entitled to and the alternatives open to them in asserting those rights in court.