Der Stimmrechtsberater in der Unternehmensverfassung der deutschen Aktiengesellschaft

Proxy 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 2017 has led to a first-time regulation of the Proxy Advisors. The transposition of these transparency requirements into national German law has been executed with the ARUG II in §§ 134a, 134d AktG. This study examines the transposition of the Second Shareholders Directive, focusing on the various criticisms of the work of the Proxy Advisor industry. Additionaly, the dissertation raises the question whether and how the influence of the Proxy Advisors, who have evolved from the one-tier system, can be fitted into the two-tier board system with its independent body of a supervisory board.