Shareholders' Agreements in Listed Companies: Germany

Roth, M.

doi:10.2139/ssrn.2234348

Cited by 1 publication

(1 citation statement)

References 15 publications

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“…Most corporate laws provide that any modification of the articles of association, regardless of the legal form of the company, should be done through formal procedures involving the general meeting and achieving a certain majority of shareholders' votes. 61 Also, articles of association and their amendments are publicly available (usually through Court registers). So, is it even possible to consider that the articles of association could be modified through an outside contractual instrument, such as SA?…”

Section: Conflict Of Articles Of Association and Shareholders' Agreem...mentioning

confidence: 99%

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

Filipović

2023

iele

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The interplay between contract and state corporate law in shaping corporate governance is not a novelty. In this article author questions the impact of private ordering through the shareholders' agreement (further in text: SA) on corporate governance and possibly on the director's duties and liabilities. The author argues that the SA might have far-reaching consequences for all the stakeholders and third persons as there are only a few limitations to its content, mainly referring to the mandatory rules of corporate law and general limitations of contract law. It means shareholders can impose additional rules for governance to directors, for transfer of shares, employment policy, and others. The author shall question whether SA can modify the articles of association. This article aims to reassess the balance between corporate and contract law instruments for the companies' governance. The author argues that analyzing corporate governance without considering contractual tools, such as SA, becomes incomplete and seriously undermines rethinking fundamental principles of corporate governance, such as the issue of directors' liability.

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Section: Conflict Of Articles Of Association and Shareholders' Agreem...mentioning

confidence: 99%

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

Filipović

2023

iele

View full text Add to dashboard Cite

show abstract

Shareholders' Agreements in Listed Companies: Germany

Cited by 1 publication

References 15 publications

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

How Can Shareholders’ Agreements Shape Corporate Governance and Directors’ Liability?

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