Fremdeinfluss durch Zustimmungsvorbehalte

The influence of third parties on the management of a German stock corporation has traditionally been viewed critically with regard to the management autonomy of the executive board, which is legally required by section 76 of the German Stock Corporation Act (AktG). On that basis, some generally assess approval reservations – probably the most common means of influence in practice – as not permissible if they relate to management decisions. However, this view ignores that approval reservations can in fact be in the interest of the company in a transaction context and part of an (autonomous) business decision. This dissertation examines the mandatory legal limitations arising from the requirements of German stock corporation law by discussing the legal concept of the hidden domination agreement on the one hand and the thesis of the inalienability of directorial authority on the other. Finally, the author develops guidelines that can be applied in practice with regard to the permissible agreement of approval reservations.