Varieties of Capitalism and the Learning Firm: Contemporary Developments in EU and German Company Law - A Comment on the Strine-Bainbridge Debate About Shared Values of Corporate Management and Labor

Corporate law — both in the UK and US — remains preoccupied with the separation of ownership and control. Share ownership, the story runs, has become so dispersed in the larger company that control of its affairs has passed from shareholders to managers. It is assumed that managers will have interests which conflict with those of shareholders and will use their control to further the former at the expense of the latter. The orthodox response has been to stress the paramountcy of shareholder interests and to seek ways of compelling management to advance those interests in preference to their own. The urgency with which these prescriptions for company law have been pursued has rather fluctuated, depending upon the wider economic and political climate within which companies operate. Thus, the take-over activity of the late 1980’s created its own excesses, as in the Guinness affair. The subsequent recession, with its effect on profits, caused further strain, exacerbated by rises in executives’ pay and generous severance awards at times unrelated to the companies’ own financial performance. A number of substantial corporate failures or controversies have provided a further impetus.

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Aufsichtsratskommunikation

10.5771/9783748925491 ◽

2021 ◽

Author(s):

Pirmin J. Schauer

Keyword(s):

Corporate Governance ◽

Supervisory Board ◽

Corporate Communication ◽

Company Law ◽

Investor Relations ◽

Economic Perspective ◽

Active Player ◽

Limited Company ◽

German Company

International corporate governance standards are exercising unrelenting pressure on German company law. One of the most pressing questions in current corporate governance debate is to what extent the supervisory board can participate in the investor relations of a public limited company without intruding too far into the executive board's sphere of competence. Starting from the legal and economic perspective on the distribution of information in public limited companies, the author shows on what dogmatic principles such involvement may be permissible. The development of the supervisory board into an active player in corporate communication also means that the role of the supervisory board and the scope of duties of the chairman of the supervisory board must be reviewed in a different light.

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13. Corporate management

Company Law ◽

10.1093/he/9780198848455.003.0013 ◽

2020 ◽

pp. 275-320

Author(s):

Alan Dignam ◽

John Lowry

Keyword(s):

Board Of Directors ◽

General Meeting ◽

Company Law ◽

Corporate Management ◽

Strategic Decisions ◽

The Board Of Directors ◽

The Subject ◽

The Uk ◽

And Control ◽

The Relationship

Titles in the Core Text series take the reader straight to the heart of the subject, providing focused, concise, and reliable guides for students at all levels. This chapter deals with corporate management, focusing on those individuals who are responsible for making key strategic decisions within the company, namely the members of the board of directors. It begins by tracing the emergence of the professional managerial organ, with emphasis on the separation of ownership and control and the recognition of directorial autonomy. It then considers the relationship between directors and the general meeting, how directors are appointed, categories of directors, principle and policy governing directors’ remuneration, and the fiduciary nature of the office. The issues surrounding corporate governance are also examined, along with the approach of company law in the UK with regards to the structure and functions of the board of directors. Finally, the chapter discusses vacation, removal from office, and disqualification of directors as well as recent statutory reforms (the Small Business, Enterprise and Employment Act 2015) aimed at bolstering the disqualification regime.

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Informing Shareholders and Investors: A Behavioral and Economics Approach from a German Company Law Perspective

Journal of Interdisciplinary Economics ◽

10.1177/02601079x10002200107 ◽

2010 ◽

Vol 22 (1-2) ◽

pp. 89-108

Author(s):

Gerald Spindler ◽

Ronny Jaenig

Keyword(s):

Company Law ◽

German Company

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II. Company Law and Trade in Securities

International and Comparative Law Quarterly ◽

10.1017/s0020589300063545 ◽

1999 ◽

Vol 48 (3) ◽

pp. 707-710

Author(s):

Karl Newman ◽

Takis Tridimas

Keyword(s):

Employee Participation ◽

Company Law ◽

Corporate Management ◽

European Company

In the last two years, there has been a dearth of legislative initiatives in the field of company law.1This may be attributed to several reasons. Whilst the company law harmonisation programme is now largely complete, the principle of subsidiarity has to some extent hampered moves toward further harmonisation. Disagreement still reigns over certain crucial issues such as employee participation in corporate management. Also, in the light of the objective to advance EMU, there has been a shift in the Community's priorities. The search for consensus continues in relation to the proposal for a thirteenth company law directive on take-overs and the proposed European Company Statute, although, currently, the national delegations seem to be closer to agreement in relation to the latter than in relation to the former.2

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