German Corporate Governance in International and European Context, 2nd Edition

Authors: Jean J. du Plessis, Bernhard Großfeld, Claus Luttermann, Ingo Saenger, Otto Sandrock, Matthias Casper



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.

This second edition is an extensively revised and updated version of the first edition, in particular with a view to the worldwide debt crisis. The authors provide 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. It also expands the scope of the first edition by a treatment of the German financial sector, global corporate finance and governance, and by including a new chapter on compliance of corporate governance laws, rules and standards in Germany. As far as comparative law is concerned, new developments in the area of corporate governance in the EU, the OECD Principles of Corporate Governance and corporate governance in the US, the UK and Australia are covered.

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.

Table of contents

Front Matter
Pages i-xli

An Overview of German Business or Enterprise Law and the One-Tier and Two-Tier Board Systems Contrasted
Pages 1-14

An Overview of the Corporate Governance Debate in Germany
Pages 15-54

The General Meeting and the Management Board as Company Organs
Pages 55-89

The Supervisory Board as Company Organ
Pages 91-148

The German System of Supervisory Codetermination by Employees
Pages 149-196

The Impact of European Developments on German Codetermination and German Corporate Law
Pages 197-273

Accounting as the Documentary Proof of Good Corporate Governance
Pages 275-328

Banking on Trust: The German Financial Sector, Global Capital Markets and Corporate Finance and Governance
Pages 329-357

Corporate Governance and Corporate Compliance
Pages 359-397

Corporate Governance in the EU, the OECD Principles of Corporate Governance and Corporate Governance in Selected Other Jurisdictions
Pages 399-474

Back Matter
Pages 475-502