German Corporate Governance in International and European Context

Description

The book provides readers with an overview of the unique features of German business and enterprise law and an in-depth analysis of the organs of governance of German public limited companies (general meeting, management board, supervisory board). In addition, approaches for reforms required at the international level are also suggested and discussed, including, among others, the unique interplay and dynamics of the German two-tier board model with the system of codetermination, referring to the arrangement of employees sitting on the supervisory boards of German public limited companies and private companies employing more than 500 employees; also covered are significant recent legal developments in Europe.The book highlights the core function of valuation and financial reporting at the international, European and German levels, with accounting as the documentary proof of good corporate governance. Corporate governance encompasses the free enterprise system, which is treated comprehensively in this book from a German perspective. This distinguishes the book from other books written in English in this subject area, not only because of the comprehensive way it covers German corporate law and corporate governance, but also because of the fact that it provides international and European perspectives on these important topics.The book is addressed to researchers, practitioners and basically anyone with an interest in the complex, but intriguing areas of corporate law and corporate governance. Front Matter ....Pages i-lxiv An Overview of German Business or Enterprise Law and the One-Tier and Two-Tier Board Systems Contrasted (Jean J. du Plessis, Bernhard Großfeld, Ingo Saenger, Otto Sandrock)....Pages 1-16 An Overview of the Corporate Governance Debate in Germany (Jean J. du Plessis, Ingo Saenger)....Pages 17-62 The General Meeting and the Management Board as Company Organs (Jean J. du Plessis, Ingo Saenger)....Pages 63-104 The Supervisory Board as Company Organ (Jean J. du Plessis, Ingo Saenger)....Pages 105-166 The German System of Supervisory Codetermination by Employees (Otto Sandrock, Jean J. du Plessis)....Pages 167-242 The Impact of European Developments on German Codetermination and German Corporate Law (Otto Sandrock)....Pages 243-328 Accounting as the Documentary Proof of Good Corporate Governance (Claus Luttermann)....Pages 329-400 Legal Requirements for the Proper Appraisal of Companies: A Substantive Civil-Procedural Concept (Claus Luttermann)....Pages 401-430 Banking on Trust as Individual Responsibility: Corporate Finance, Speculation and Global Capital Markets (Claus Luttermann)....Pages 431-475 Corporate Governance and Corporate Compliance (Matthias Casper)....Pages 477-516 Corporate Governance in the EU, the OECD Principles of Corporate Governance and Corporate Governance in Selected Other Jurisdictions (Jean J. du Plessis, Ingo Saenger)....Pages 517-591 Back Matter ....Pages 593-605