Die aktienrechtliche Sonderprüfung gemäß §§ 142 ff. AktG

The thesis evolves solutions for yet unsettled doctrinal and practical issues as to the substantive and procedural treatment of the special audit (Sonderprüfung) which forms an essential element of German stock corporation law and which has become tremendously important in the recent past. Bearing the spectacular IKB-case in mind, the thesis undertakes to de lege lata, de lege ferenda respectively, interpret the special audit’s legal requirements in a way so that the special audit – against past practice and experiences – does not merely exist on paper. In this context, the thesis especially focusses on the procedural treatment of a special audit initiated by minority shareholders – questions in connection with the fact finding, the appropriate level of suspicion and the handling of a corresponding legal challenge simultaneously conducted form key aspects of such analysis.