Bücher der Reihe Abhandlungen zum Deutschen und Europäischen Gesellschafts- und Kapitalmarktrecht

»The Hidden Transfer of the Exercise of Shareholder Rights in the Area of Conflict between Legitimate Shareholder Interests and Transparency of Shareholdings«: The hidden transfer of the exercise of shareholder rights which the recipient then exercises in his own name, is a legal hybrid between proxy and trustee. It allows the share owner to remain anonymous not only in the annual general meeting, but also in the share register of stock corporations with registered stocks. The conflict with the legislative efforts for an increase in the transparency of shareholdings is obvious, but there are also some legitimate reasons to choose this construction.

»The Contractual Participation of Third Parties in the Profit of the GmbH«: The thesis examines the conditions under which a limited liability company (GmbH) can allow persons other than its shareholders to participate in its profits by contract. In particular, the compatibility of a contractual profit participation with the German Limited Liability Companies Act (GmbHG) as well as the analogous applicability of regulations of German Stock Corporation Act (AktG) are discussed.

»Limits to Majority Rule in German Corporate Bond Restructurings«: The German Bond Act (SchVG) has facilitated the restructuring of German corporate bonds since 2009. The key question that has remained unanswered so far is what limits the law places on bondholders with special interests who can use their voting power to control the distribution of the restructuring burden or cause the restructuring attempt to fail. The author discusses approaches under bond law, proposals borrowed from corporate law and the general limits of private autonomous action.

»Cross-Border Conversions within the European Union with Special Consideration of Directive (EU) 2019/2121 and its Implications for Partnerships«: This dissertation is dedicated to review the newly harmonized legal framework for cross-border conversions within the European Union. At the same time, this harmonization progress is taken as an opportunity to examine the non-unified law of cross-border conversions of partnerships de lege lata and to point out the implications of the Mobility Directive for this form of transformation. Finally, the thesis documents the persisting obstacles to mobility in the internal market and proposes solutions, especially at the level of conflict of laws, to promote corporate mobility.

»Activist Short Selling - Limits of Admissibility after the Short Selling- and Market Abuse-Regulation«: Activist Short Selling is widely discussed in literature and public not only since the case of "Wirecard". Starting from the economic value of this business model, this study analyzes its current legal framework and reviews, how the statutory law matches with the economic evaluation. Based on this approach, this work wants to provide a distinction with the use of the legal guidelines between the positive and negative forms of this business model.

»The Group Interest as a Governance Option in the Pan-European Corporate Group«: Even holding a majority stake in another company can lead to liability risks for misconduct by the subsidiary at national and European level. However, the possibilities for intervention and management are limited. This paper examines individual legal systems regarding their treatment of the company group and elaborates on points requiring regulation. On this basis, a regulatory proposal is made that can bring the risks back into line with the possibilities of the group.

»Clawbacks. Legitimacy and Design of Clawback Provisions in Executive Compensation Agreements in Germany«: Clawback provisions allow for an ex post recoupment of variable compensation of board members of listed companies if certain triggering events are met. This thesis examines whether and to what extent clawbacks fit into the existing system of executive compensation in Germany. In this regard, the historical, economic and legal background of executive compensation is comprehensively examined. Finally, a draft clause is introduced.