Die zivilrechtliche Außenhaftung der Vorstandsmitglieder einer Aktiengesellschaft bei Verletzung der Buchführungs- und Rechnungslegungspflicht

The violation of accounting and reporting obligations may have extensive consequences for all stakeholders of a German stock corporation (AG). This book examines the unresolved legal question of the external civil law liability of such a corporation’s board members towards injured third parties against the background of the harmonisation of accounting under EU law. It focuses on the examination of § 91 (1) of the German Stock Corporation Act (AktG), which allocates the responsibility of accounting to its board members, and qualifies it as a form of protection, as stipulated by § 823 (2) of the German Civil Code (BGB). In view of the steadily growing importance of the informational function of annual financial statements for the benefit of current and potential shareholders and creditors who make their investment decisions on the basis of the information provided, this book encourages its reader to reconsider the traditional view of accounting with the primary purpose of providing the company with self-information and with merely reflexive protection against third parties.