German Corporate Governance in International and European Context

Plessis, Jean Jacques du; Grossfeld, Bernhard; Luttermann, Claus; Saenger, Ingo; Sandrock, Otto; Casper, Matthias

doi:10.1007/978-3-662-54198-2

Cited by 21 publications

(16 citation statements)

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“…From this view, the corporation is supposed to consider the interests of multiple stakeholders, including shareholders, employees, creditors and the government (Fauver & Fuerst, ; Schmidt & Tyrell, ), making potential outrage from multiple groups other than shareholders more relevant. In contrast to the one‐tier board system in Anglo‐Saxon countries in which executive board members manage the daily operations and non‐executive board members supervise the executives, Germany has a two‐tier system (du Plessis et al., ; Weimer & Pape, ). In this system, the management board (‘ Vorstand ’) develops strategy and runs the daily business, whereas the supervisory board (‘ Aufsichtsrat ’) monitors and advises the management board.…”

Section: Introductionmentioning

confidence: 99%

“…In this system, the management board (‘ Vorstand ’) develops strategy and runs the daily business, whereas the supervisory board (‘ Aufsichtsrat ’) monitors and advises the management board. The latter is also responsible for the appointment and removal of management board members and for overseeing their compensation (du Plessis et al., ; Larcker & Tayan, ).…”

Section: Introductionmentioning

confidence: 99%

“…Since 2009, a law ( VorstAG ) requires executive compensation to be ‘appropriate’. Specifically, appropriateness, as defined by the law, requires compensation to be ‘customary’, i.e., comparable to other executives in similar positions and industries, to include a cap for ‘extraordinary’ events and, particularly, to be linked to the performance of the executives (du Plessis et al., ) . Thus, even though the concepts of fairness and appropriateness may not always be accurately separable, appropriateness seems to be mainly linked to pay‐for‐performance.…”

Section: Introductionmentioning

confidence: 99%

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What is a fair amount of executive compensation? Outrage potential of two key stakeholder groups

Arnold

Grasser

2018

Business Fin & Account

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The public discussion of executive compensation often centres on 'fair' and 'unfair' amounts and the public outrage over compensation that is deemed too high. The academic literature states that such outrage can lead to outrage costs, pressuring firms to adjust compensation levels. However, it is unclear what a 'fair' compensation is for various stakeholders and how their fairness concerns relate to outrage constraints. Based on surveys among two key stakeholder groups (representative eligible voters and investment professionals), we provide evidence that fairness is an important criterion for both groups but that opinions on how large a fair compensation amount should be are widely dispersed. Moreover, personality traits systematically influence fairness opinions through self-serving interpretations of distributive justice and personal risk attitudes, indicating that a 'fair' amount of executive compensation may strongly depend on the involved stakeholders. Investigating thresholds for outrage, i.e., amounts above which compensation is judged 'unfairly' high, we show that even though investment professionals care for fairness as well, 'capital market outrage' might not equate to 'public outrage' . Our paper contributes to the literature on outrage constraints by linking individual fairness concerns to outrage potential and has implications for transparency of executive compensation and research on shareholder activism.

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Section: Introductionmentioning

confidence: 99%

Section: Introductionmentioning

confidence: 99%

Section: Introductionmentioning

confidence: 99%

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What is a fair amount of executive compensation? Outrage potential of two key stakeholder groups

Arnold

Grasser

2018

Business Fin & Account

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“…The German corporate governance system prescribes a two‐tier board structure for stock‐listed corporations (“Aktiengesellschaften”), distinguishing between the management board (“Vorstand”) and the supervisory board (“Aufsichtsrat”; Du Plessis et al, ). Due to its responsibility for the firm's strategic and operational decision‐making (Du Plessis et al, ), we base our analysis on the former.…”

Section: Methodsmentioning

confidence: 99%

A temporal perspective on the relationship between top management team internationalization and firms' innovativeness

Wrede

Dauth

2020

Manage Decis Econ

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This study examines whether top management team (TMT) internationalization is positively related to firm innovativeness. Besides focusing on the accumulation of top managers' international knowledge and capabilities, we explore the influence of moderators reflecting temporal concerns at three levels: CEO age, TMT tenure, and firm age. Combining upper echelons theory with innovation literature and using a sample of large stock-listed German firms, we demonstrate that TMT internationalization can increase firm innovativeness. This relationship is context-dependent on the age of the CEO. Overall, this paper sheds light on the antecedents of firm innovativeness and the consequences of increasingly international TMTs.

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“…Аналогичным образом действующая редакция Германского Кодекса корпоративного управления предписывает, что совет директоров акционерного общества должен управлять деятельностью общества с учетом интересов акционеров, работников акционерного общества и иных связанных с предприятием заинтересованных групп, руководствуясь целью долгосрочного развития 27 . Данный акт не обладает обязательной силой, однако отказ от его применения акционерное общество должно обосновывать на ежегодной основе 28 .…”

Section: роль совета директоров акционерного общества в праве геunclassified

Development of German and Russian Corporate Law in the Hostile Take- over Environment

Zotova

2019

Pravo upr., XXI vek

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Introduction. Speculative behavior is common for modern stock markets. It leads to corporate short-termism and therefore has negative systemic implications for the states’ economies. In an attempt to mitigate this trend, the German lawmaker developed national legislation aiming, inter alia, to provide company management with additional powers it could potentially use to prevent hostile takeovers. This experience needs to be critically studied in terms of both German and Russian doctrine and legal practice.Materials and methods. This paper uses the following general and specifc scientifc methods: structure-function analysis, comparative law method, Aristotelian method, statistical method, historical method, systemic method and hermeneutic method.Results of the research. Reacting towards a number of transactions affecting the German corporate landscape, the German legislature developed the Law on Acquisition of Securities and Change of Corporate Control. This Law contains protectionist provisions potentially entitling the board of directors of a joint-stock company to undertake measures to prevent hostile takeovers either subject to consent of the supervisory board or in cases where it is authorized to do so according to the corporate charter. Nevertheless, the impact these powers have in practice is very limited, which can be mostly attributed to practical considerations of the German judiciary and legislature.Discussion and conclusions. The article contains analysis of the German and Russian legal doctrine and court practice pertaining to joint-stock companies, as well as the scope of authorities of their management, analysis of the basic advantages and disadvantages of the German regulatory approach, conclusions as to applicability of the German approach in Russia.

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German Corporate Governance in International and European Context

Cited by 21 publications

References 0 publications

What is a fair amount of executive compensation? Outrage potential of two key stakeholder groups

What is a fair amount of executive compensation? Outrage potential of two key stakeholder groups

A temporal perspective on the relationship between top management team internationalization and firms' innovativeness

Development of German and Russian Corporate Law in the Hostile Take- over Environment

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