Entsprechenserklärung und Beschlussmängelrecht

Breaches of Section 161 of the German Stock Corporation Act can result in the nullity of certain shareholders’ resolutions. Only shareholders’ resolutions linked by their content to the legal obligations of the Board of Management and the Supervisory Board can be challenged for non-compliance with Section 161 of the German Stock Corporation Act. The specific content of the recommendations of the German Corporate Governance Code have no direct impact on resolution categories that are potentially affected.

The German Corporate Governance Code, the declaration of compliance as well as the declaration obligation under Section 161 of the German Stock Corporation Act are subject to extensive legal discussions. This study examines the obligation to issue a declaration of compliance with the German Corporate Governance Code and classifies different breaches as procedural or content defects under the legal framework of resolution deficiencies.