Reformperspektiven des aktienrechtlichen Beschlussmängelrechts im Lichte der Rechtsvergleichung (Reforming Rescission Suits against Shareholder Resolutions: A Comparative Perspective)
Die Aktiengesellschaft, Vol. 57, No. 21, pp. 765-783, 2012
Posted: 31 Oct 2012
Date Written: October 10, 2012
Abstract
Actions to set aside shareholder resolutions ('Anfechtungsklagen') and actions for the declaration of nullity ('Nichtigkeitsklagen') are crucial shareholder remedies in many jurisdictions outside the UK and the US. However, they remain in the shadow of derivative actions, and are underrepresented in the legal literature on comparative corporate governance. This paper seeks to remedy this first by taking stock of rescission suits in Stock Corporation Law around the globe and mapping out their structure in Germany, Austria and Switzerland and the jurisdictions of France, Belgium, Italy, Spain and Greece. It also looks at the Japanese approach and comments on the completely different corporate law landscape in the UK and the US. The second part of the paper chronicles the various reform proposals discussed in Germany for almost a century in an attempt to reign in the frivolous rescission suits which have become notorious, particularly since the late 1980s. The third part of the paper matches those reform proposals with the insights gained from abroad, thereby providing comparative law expertise for a fundamental reform of rescission suits in Germany, held in the eyes of many to be long overdue.
Please note that this is an article published in German.
Keywords: rescission suits, shareholder remedies, stock corporation law, comparative corporate governance
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