Corporate Governance der börsennotierten KGaA

There is a major debate on the reform of Germany’s corporate governance code. However, it fails to address how a KGaA, a partnership limited by shares, should declare that it adheres to the code, which is solely designed for an AG (a stock corporation). The author addresses this issue and provides guidance for a KGaA’s management on how to declare its conduct in accordance with the code. To start with, he proves that a KGaA’s declaration under section 161 of the German Stock Corporation Act only has to refer to those recommendations of the code which are applicable to a KGaA. Subsequently, the author examines each of the code’s recommendations with regard to their suitability for a KGaA’s different legal structure, focusing on what a KGaA has in common with a corporation. His analysis is complemented with an investigation of KGaAs’ practice so far in this respect and a reform proposal. The author advises companies and their management bodies on all aspects of M & A, corporate governance and general corporate law.