Gesetzliche und satzungsmäßige Investitions- und Übernahmehindernisse

Is a corporation’s autonomy to adopt articles of association limited by the European Fundamental Freedoms? After several judgements of the European Court of Justice on golden shares there can be no doubt that articles may come into conflict with European Law. This is certainly true if the state has a majority shareholding in the corporation. Despite the second ECJ ruling on Volkswagen AG, it remains unclear whether this is also the case regarding the right of Lower Saxony to appoint ­members of the supervisory board of Volkswagen. After the right of appointment was removed from the VW Law it was incorporated in the articles of Volkswagen. This found the explicit approval of Porsche Automobil Holding SE as its private majority shareholder. Do the Fundamental Freedoms respect or break through a corporation’s and its majority shareholders’ autonomy to adopt articles as they prefer? This work provides a possible answer.