Quis custodiet ipsos custodes

In a German stock corporation, the non-executive supervisory board is far more than a supervisory body: It closely advises and accompanies the members of the executive. In the event that a supervisory board member violates his or her duties, they may be held liable for damages. But can a stock corporation protect itself in advance if its supervisory board is about to make a mistake? The book analyses who oversees and monitors the supervisory board. It concludes that the corporation may demand diligent performance of duty from its supervisory board members, and that the executive may enforce these obligations even before any damage occurs. Employing a comprehensive historical analysis, the book uses applicable law to solve a problem that is over one hundred years old. It concludes with a case study which shows how executive and supervisory boards can obtain, outside of a damages lawsuit, legal certainty related to the elusive “may-abstain” tests set forth by the “ARAG/Garmenbeck” case law.