Die Bestätigung anfechtbarer Hauptversammlungsbeschlüsse

The thesis examines the doctrinally and practically interesting Institute of the Ratification of Voidable Resolutions of the Shareholders’ Assembly according to § 244 of the German Stock Corporation Act. The ratification requires that the basic resolution is voidable, that a ratifying resolution is adopted and that this resolution develops its legal validity. The ratifying effect has, although prevailing jurisprudence and case law dictate differently, a retroactive character that affects the basic resolution itself by “healing” it. According to the author, this is a necessary implication of the ratification’s doctrine, which nonetheless has practical consequences. The possibility of declaring the basic resolution null and void only for the period before the ratifying resolution is analysed within the framework of the retroactive healing effect. In its third part the thesis examines the issue of the ratification within the register law.