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Cordula Stumpf, Friedemann Kainer, Christian Baldus - Privatrecht, Wirtschaftsrecht, Verfassungsrecht

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Cordula Stumpf (ed.), Friedemann Kainer (ed.), Christian Baldus (ed.)

Privatrecht, Wirtschaftsrecht, Verfassungsrecht

2015

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Katja Langenbucher (No) market for corporate governance? Related party transactions and shareholder approval rights S. 312-318

„… (No) market for corporate governance? Related party transactions and shareholder approval rights …” „… exercise of shareholder rights, on management compensation and on related party transactions. Notably the …” „… meeting. If a shareholder is involved in the transaction, such shareholder shall have no voting right on …”

Koen Lenaerts The Case-Law of the European Court of Justice on Direct Taxation S. 493-500

„… exercise their rights under EU law. In the ECJ’s own words, ‘while direct taxation falls within their …” „… means, for example, that ‘the situation of a corporate shareholder receiving foreign-sourced dividends …” „… is comparable to that of a corporate shareholder receiving nationally-sourced dividends in so far as …”

Stichwortverzeichnis S. 1561-1584

„… – Verbraucherschutz 166 f. Britisches Recht 172 – Bill of rights 902 – Consumer°credit°act 172 …” „… – Staatliche Regulierungssouveränität (right °to°regulate) 863, 865 – Schiedsgerichtsverfahren s. dort …” „… Schweizerisches Staatssekretariat für Wirtschaft (SECO) 847 SEPA 173 f. Shareholder Value 268 f …”

Titelei/Inhaltsverzeichnis S. 1-39

„… Schubel (No) market for corporate governance? Related party transactions and shareholder approval rights …”

doi.org/10.5771/9783845264783

Peter Kindler, Jan Lieder - European Corporate Law

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Peter Kindler (ed.), Jan Lieder (ed.)

European Corporate Law

2021

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Jan Lieder, Martin Bialluch Article 3 c Facilitation of the exercise of shareholder rights S. 879-882

„… annex to this Regulation. Article 3 c Facilitation of the exercise of shareholder rights 1. Member …” „… States shall ensure that the intermediaries facilitate the exercise of the rights by the shareholder …” „… nominated by the shareholder to be able to exercise themselves the rights; (b) the intermediary exercises …”

Jan Lieder, Martin Bialluch Article 3 a Identification of shareholders S. 870-876

„… companies or grant shareholders additional rights in order to strengthen their position and facilitate …” „… EXERCISE OF SHAREHOLDER RIGHTS Article 3 a Identification of shareholders 1. Member States shall ensure …” „… that companies have the right to identify their shareholders. Member States may provide for companies …”

Jan Lieder, Martin Bialluch Article 10 Proxy voting S. 959-966

„… . Every shareholder shall have the right to appoint any other natural or legal person as a proxy holder to …” „… of shareholder rights through proxy holders for any purpose other than to address potential conflicts …” „… exercises the shareholder’s rights on his behalf. Article 10 SRD provides material requirements for this …”

Jan Lieder, Martin Bialluch Article 6 Right to put items on the agenda of the general meeting and to table draft resolutions S. 902-907

„… shareholders, acting individually or collectively: (a) have the right to put items on the agenda of the general …” „… shareholders, acting individually or collectively, have the right to call, or to require the company to call, a …” „… requested by those shareholders. Member States may provide that those rights shall be exercised in writing …”

Jan Lieder, Martin Bialluch Article 3 b Transmission of information S. 876-879

„… shareholder to exercise rights flowing from its shares, and which is directed to all shareholders in shares of …” „… Article 14a(2). Based on the assumption that the effective exercise of shareholder rights depends to a …” „… the SRD to facilitate the exercise of shareholder rights and to promote their participation by …”

Jan Lieder, Martin Bialluch Article 7 Requirements for participation and voting in the general meeting S. 907-910

„… ensure: (a) that the rights of a shareholder to participate in a general meeting and to vote in respect …” „… (b) that the rights of a shareholder to sell or otherwise transfer his shares during the period …” „… that the rights of a shareholder to participate in a general meeting and to vote in respect of his …”

Jan P. Brosius Article 72 Increase in capital by consideration in cash S. 346-358

„… these classes, the right of pre-emption of shareholders of the other classes to be exercised only after …” „… the exercise of this right by the shareholders of the class in which the new shares are being issued …” „… registered. In such case, all the company’s shareholders shall be informed in writing. The right of …”

Jan Lieder, Martin Bialluch Article 9 Right to ask questions S. 914-919

„… board approval”)31. Article 9 Right to ask questions 1. Every shareholder shall have the right to ask …” „… to it by shareholders. 2. The right to ask questions and the obligation to answer are subject to the …” „… format. I. Shareholders’ Right to Ask Questions and to Obtain Information Purpose and linking to agenda …”

Tobias de Raet Article 126 a Protection of members S. 648-653

„… shareholder should be forced to become subject to a new jurisdiction and therefore provides for an exit right …” „… jurisdiction, the exit right is only available to the shareholders of the company or companies being acquired …” „… States have to ensure that shareholders who have declared their decision to make use of their right to …”

Tobias de Raet Article 97 Availability of documents for inspection by shareholders S. 534-540

„… are to be regarded – similar to Article 95(3) – as a consequence of the shareholders’ right to …” „… technical or other factors. I. Right of Inspection by Shareholders …” „… for the shareholders if all the shareholders agree that it may be dispensed with”.31 A similar …”

Jan Lieder, Martin Bialluch Article 8 Participation in the general meeting by electronic means S. 910-914

„… the cross-border exercise of shareholder rights lies in the rules on participation in general meetings …” „… intention of the SRD, their goal is to facilitate the exercise of (foreign) shareholders’ rights of …” „… of shareholders’ rights by electronic means.8 The right of the company to enable any form of …”

Jan Lieder, Martin Bialluch Article 5 Information prior to the general meeting S. 896-902

„… concerning: (i) the rights available to shareholders under Article 6, to the extent that those rights can be …” „… defined in Article 7(2) and explain that only those who are shareholders on that date shall have the right …” „… right to identify its shareholders offers a certain support here.27 However, a threshold value can be …”

Jan Lieder, Martin Bialluch Article 13 Removal of certain impediments to the effective exercise of voting rights S. 968-971

„… crossborder exercise of shareholders’ rights.3 Full legal trusteeship constellations are also covered.4 On the …” „… authorisation of the legal shareholder to exercise voting rights on behalf of her client, or on her voting …” „… communication. Article 13 Removal of certain impediments to the effective exercise of voting rights 1. This …”

Jan Lieder, Martin Bialluch Article 9 a Right to vote on the remuneration policy S. 919-931

„… establish a remuneration policy as regards directors and that shareholders have the right to vote on the …” „… . The SRD’s “Say on Pay” Concept Articles 9 a to 9 c SRD deal with shareholder rights and the protection …” „… Private autonomy is not restricted by SRD in this respect. Nor do the shareholders have any right to …”

Klaus Bader, Andreas Börner Article 139 Approval by the general meeting of each company involved in a division S. 700-702

„… , Member States may provide that the minority shareholders of that company may exercise the right to have …” „… ) sentence 1 provides for the minority shareholders’ right to sell their shares held in the divided company …” „… for further protective instruments for minority shareholders, such as the right of withdrawal even if …”

Jan Lieder, Martin Bialluch Article 1 Subject matter and scope S. 857-863

„… of certain rights of shareholders in listed companies (Shareholder Rights Directive) last amended by …” „… 2017, 1190; Chiu, ‘Learning from the UK in the Proposed Shareholders’ Rights Directive 2014? European …” „… Directive Amending the Shareholders Rights Directive’ ECL 12 (2015), 45; Djankov, La Porta, Lopes-de-Silanes …”

Jan Lieder, Martin Bialluch Article 9 c Transparency and approval of related party transactions S. 943-959

„… shareholders. Member States may provide for shareholders in the general meeting to have the right to vote on …” „… States may provide for shareholders to have the right to vote on material transactions with related …” „… rights for minority shareholders, as well as transfers of assets between the company and a related party …”

Silja Maul, Larissa Furtwengler Article 11 Breakthrough S. 1010-1014

„… have the right to convene a general meeting of shareholders at short notice, provided that the meeting …” „… (f) any restrictions on voting rights, such as limitations of the voting rights of holders of a …” „… given percentage or number of votes, deadlines for exercising voting rights, or systems whereby, with …”

Jan Lieder, Martin Bialluch Article 3 Further national measures S. 869-870

„… measures to facilitate the exercise by shareholders of the rights referred to in this Directive. Article 3 …” „… companies or grant shareholders additional rights in order to strengthen their position and facilitate …” „… EXERCISE OF SHAREHOLDER RIGHTS Article 3 a Identification of shareholders 1. Member States shall ensure …”

Tobias de Raet Article 126 Approval by the general meeting S. 643-648

„… and the allocation of competences for cross-border mergers. While the shareholders have the right to …” „… ) ensures that both the right of the shareholders to decide on the cross-border 5. 11 Vermeylen, ‘The …” „… a 100 % subsidiary into its parent company. Since there are no outside shareholders, an expert …”

Jan Lieder, Martin Bialluch Article 2 Definitions S. 863-869

„… natural or legal person by a shareholder to exercise some or all rights of that shareholder in the general …” „… or legal person by a shareholder to exercise some or all rights of that shareholder in the general …” „… exercise of shareholders rights (C/2018/5722), OJ L 223, 4.9.2018, p. 1. 16 Directive 2009/138/EC of the …”

Jan P. Brosius Article 85 Equal treatment of all shareholders who are in the same position S. 387-390

„… that shareholders do not frustrate restructuring efforts by abusing these rights. For the purpose of …” „… decision making authority and the shareholders’ pre-emptive rights; however, the measures taken in exercise …” „… their market value while restricting the pre-emptive right of existing shareholder pursuant to Article …”

Tobias de Raet Article 94 Derogation from the requirement of approval by the general meeting of the acquiring company S. 522-524

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. Right of shareholder to inspect the documents specified in Article 97(1) 5 3. Protection of …” „… the draft merger terms are – based on certain exceptions – not published. Right of shareholder to …” „… are granted the right to call a general meeting. In detail: one or more shareholders of the acquiring …”

Tobias de Raet Article 96 Examination of the draft terms of merger by experts S. 528-534

„… only a few shareholders who not only have certain statutory information rights, but also significant …” „… all the shareholders and the holders of other securities conferring the right to vote of each of the …” „… shareholders’ right to self-determination. V. Civil Liability of Experts (Article 107) Shareholders of the …”

Index S. 1029-1055

„… of special rights 101 1 ff. – Iceland 87 15 – insolvent 87 19 f. – inspection by shareholders 97 …” „… 45 – Germany Intro 45 – Italy Intro 45 f. – shareholders‘ right to choose Intro 149 “Durable data …” „… 96 21 Facilitation of the exercise of shareholder rights – necessary arrangements III 3c 3 – options …”

Jan Lieder, Martin Bialluch Article 12 Voting by correspondence S. 967-968

„… ) SRD. Beyond this “basic formal requirement”, the shareholders’ right to proxy voting shall only be …” „… before the general meeting (→ Art 8 mn. 1). Article 8 SRD covers the rights of shareholders during the …” „… rights 1. This Article applies where a natural or legal person who is recognised as a shareholder by the …”

Jan P. Brosius Article 68 Decision by the general meeting on the increase of capital S. 330-339

„… shareholder whose rights are affected by the transaction. 4. This Article shall apply to the issue of all …” „… shareholders’ rights to decide on capital increases may hinder a rapid action by resolution authorities to deal …” „… general meeting must be subject to a separate vote at least for each class of shareholders whose rights …”

Klaus Bader, Andreas Börner Article 143 Availability of documents for inspection by shareholders S. 707-709

„… documents available to shareholders and third parties who have a special right against the company, such as …” „… Availability of documents for inspection by shareholders 1. All shareholders shall be entitled to inspect at …” „… shareholders in accordance with this paragraph. 2. The accounting statement provided for in point (c) of …”

Tobias de Raet Article 95 Detailed written report and information on a merger S. 524-528

„… shareholders and the holders of other securities conferring the right to vote of each of the companies involved …” „… shareholders and the holders of other securities conferring the right to vote of each of the companies involved …” „… the merger plan are not sufficient as a means of informing the shareholders” and suggested to require …”

Silja Maul, Larissa Furtwengler Article 9 Obligations of the board of the offeree company S. 1005-1008

„… authorisation of the general meeting of shareholders given for this purpose before taking any action, other than …” „… shareholders shall approve or confirm any decision which does not form part of the normal course of the …” „… referred to in paragraphs 2 and 3, Member States may adopt rules allowing a general meeting of shareholders …”

Peter Kindler Introduction S. 1-65

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148 b) Shareholders’ Right to choose between monistic and dualistic management structure …” „… 1965 AktG was characterised by a strengthening of shareholder rights, the final elimination of the …” „… information rights on the part of the shareholders and (3) regulation of the power of control and …”

Jan P. Brosius Foreword to Arts 44-85 S. 204-223

„… shareholders’ rights to decide on capital increases and reductions, on the shareholders’ (pre-emptive) right to …” „… the pre-emptive rights of existing shareholders (Article 72), as well as the reduction of capital, in …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 3. Legal relationship between shareholders and company . . . . . . . . . . . . . . . . . . . 38 4 …”

Article 60 Acquisition of own shares Jan P. Brosius S. 286-297

„… shareholders a right to offer the pro rata amount of his or her shares in the form of a pre-emptive tender …” „… 's employees as a body, who are represented at general meetings of shareholders by delegates having the right …” „… all shareholders who are in the same position, and to Regulation (EU) No 596/2014, Member States may …”

Dieter Leuering Article 4 [General Meeting and Decisions] S. 848-850

„… criticised that national law can now allow the exercise of the voting rights of the individual shareholder by …” „… persons of the shareholders or the extent of their participation, to submit a signed list of shareholders …” „… minutes or drawn up in writing. Sole shareholder as “shareholders’ meeting”, Art 4 (1) According to …”

Jan Lieder, Martin Bialluch Article 9 b Information to be provided in and right to vote on the remuneration report S. 931-943

„… policy and only requires a shareholder vote as such, Member States do not have to provide for sanctions …” „… in case of repeated refusal of the remuneration policy by shareholders. A freeze of the previous …” „… provided in and right to vote on the remuneration report 1. Member States shall ensure that the company …”

Jan P. Brosius Article 84 Derogation from certain requirements S. 382-387

„… employees as a body, who are represented at general meetings of shareholders by delegates having the right …” „… recital 121 of the preamble of Directive 2014/68/EC the (Second) Directive stipulated shareholders’ rights …” „… represented at general meetings of shareholders by delegates having the right to vote. Regarding the rights of …”

Jan Lieder, Martin Bialluch Article 11 Formalities for proxy holder appointment and notification S. 966-967

„… proxy holder, Article 11(3) SRD. Beyond this “basic formal requirement”, the shareholders’ right to …” „… SRD covers the rights of shareholders during the general meeting, while Article 12 SRD refers to …” „… shareholders to appoint a proxy holder by electronic means. Moreover, Member States shall permit companies to …”

Tobias de Raet Article 93 Approval by the general meeting of each of the merging companies S. 518-522

„… basic provisions regarding the safeguarding of shareholder rights, but leaves it to the Member States to …” „… each class of shareholders whose rights are affected by the transaction. While Article 93 does not …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 2. Right of shareholder to inspect the documents specified in Article 97(1) 5 3. Protection of …”

Tobias de Raet Article 105 Consequences of a merger S. 553-557

„… . Right of the Acquiring Company to Initiate a Publication In order to avoid any delays, the publication …” „… acquiring company of all the assets and liabilities of the company being acquired; (b) the shareholders of …” „… the company being acquired become shareholders of the acquiring company; and (c) the company being …”

Jan P. Brosius Article 75 Safeguards for creditors in case of reduction in the subscribed capital S. 362-365

„… right to obtain security for claims which have not fallen due by the date of that publication. Member …” „… States may not set aside such a right unless the creditor has adequate safeguards, or unless such …” „… conditions for the exercise of the right provided for in the first subparagraph. In any event, Member States …”

Klaus Bader, Andreas Börner Article 137 Draft terms of division S. 693-697

„… , special rights against the legal entity being divided other than shareholder rights, (g) the allocation of …” „… On the other hand, Article 139(2) explicitly empowers the Member States to grant a withdrawal right …” „… to minority shareholders. Article 137 Draft terms of division 1. The administrative or management …”

Klaus Bader, Andreas Börner Article 144 Simplified formalities S. 709-710

„… shareholders and third parties who have a special right against the company, such as a profit distribution or …” „… shareholders are able to take an informed decision. The provisions set forth under Article 143(1) concerning …” „… and correspond to a large extent to those of Article 97 for mergers. Every shareholder has to be given …”

Titelei/Inhaltsverzeichnis

„… statements (2013/34/EU), the single-membered company (2009/102/EC), shareholders’ rights (2007/36/EC) and …” „… 2007 ON THE EXERCISE OF CERTAIN RIGHTS OF SHAREHOLDERS IN LISTED COMPANIES (SHAREHOLDER RIGHTS …” „… EXERCISE OF SHAREHOLDER RIGHTS Identification of shareholders …”

Klaus Bader, Andreas Börner Article 138 Publication of the draft terms of division S. 697-700

„… shareholders of the company being divided otherwise than in proportion to their rights in the capital of that …” „… company, Member States may provide that the minority shareholders of that company may exercise the right …” „… measures in connection with the acquisition by the shareholders of the legal entity being divided, (k) the …”

Jan Lieder, Martin Bialluch Article 3 d Non-discrimination, proportionality and transparency of costs S. 882-884

„… exercise of shareholders rights. Art 3 d Non-discrimination, proportionality and transparency of costs …” „… example, in different prices) between the charges levied for the exercise of shareholder rights …” „… levied for the domestic and the cross-border exercise of shareholder rights are duly justified and …”

Jan P. Brosius Article 74 Reduction in the subscribed capital in case of several classes of shares S. 360-362

„… shareholders whose rights are affected by the transaction. I. Historical Background …” „… remains unclear in which circumstances the rights of a shareholder are “affected by the transaction”.4 It …” „… Article 68 (3), an application of the principle of equal treatment of shareholders.2 This principle does …”

Tobias de Raet Article 114 Exemption from requirements applicable to mergers by acquisition S. 572-573

„… the acquiring company. Such an exit right is one of the key protections of minority shareholders in …” „… ex-post protection by a right to exit.5 If the minority shareholders make use of such an exit right …” „… of shareholders in the acquiring company holding a minimum percentage of the subscribed capital of …”

Jan P. Brosius Article 81 Redemption of the subscribed capital or its reduction by withdrawal of shares in case of several classes of shares S. 376-378

„… class of shareholders whose rights are affected. Regarding the notion of classes of shares see → Art 68 …” „… rights of a shareholder are “affected by the transaction”.2 It is to be assumed that any measure pursuant …” „… withdrawal of shares shall be subject to a separate vote, at least for each class of shareholders whose …”

Tobias de Raet Article 124 Report of the administrative or management body for members and employees S. 625-634

„… implications of the cross-border merger for members; (d) the rights and remedies available to members in …” „… be without prejudice to the applicable information and consultation rights and procedures provided …” „… 1 employees. Hence, the report was only addressed at the members (i.e. shareholders) of the merging …”

Silja Maul, Larissa Furtwengler Article 16 The right of sell-out S. 1022-1023

„… .). Even the time limit is the same: a shareholder has to exercise his or her right to sell-out within 3 …” „… the bid (Art 7) has run out. VI. Compensation (Art 15 (5)) Shareholders, who are excluded due to a …” „… capital carrying voting rights comprised in the bid. The presumptions are refutable. If the excluded …”

Silja Maul, Larissa Furtwengler Article 12 Optional arrangements S. 1014-1018

„… Due to his or her majority and the ‘redistribution’ of voting rights offeror can ultimately always …” „… shareholders that loose their legal statuses due to the breakthrough rule. The terms for determining such …” „… where the restrictions on voting rights are compensated for by specific pecuniary advantages. VIII …”

Jan Lieder, Martin Bialluch Article 4 Equal treatment of shareholders S. 895-896

„… published yet. The deadline for reporting has not yet expired. CHAPTER II GENERAL MEETINGS OF SHAREHOLDERS …” „… Article 4 Equal treatment of shareholders The company shall ensure equal treatment for all shareholders …” „… who are in the same position with regard to participation and the exercise of voting rights in the …”

Klaus Bader, Andreas Börner Article 157 Divisions under the supervision of a judicial authority S. 727-729

„… companies are allocated to the shareholders of the company being divided in proportion to their rights in …” „… long enough for the shareholders of the recipient companies to be able to exercise the rights conferred …” „… shares does not require any further detailed explanation or justification, as the shareholder structure …”

Dieter Leuering Article 3 [Disclosure] S. 846-848

„… voting rights of the individual shareholder by a representative and can define the scope of the powers …” „… the recital, the member states may provide the liability of the single shareholder for the company …” „… shareholders are not controlled by other shareholders and that they are often at the same time managing …”

Silja Maul, Larissa Furtwengler Article 5 Protection of minority shareholders, the mandatory bid and the equitable price S. 994-999

„… . Article 5 Protection of minority shareholders, the mandatory bid and the equitable price 1. Where a …” „… concert with him/her, directly or indirectly give him/her a specified percentage of voting rights in that …” „… Protection of minority shareholders, the mandatory bid and the equitable price 994 Silja Maul and Larissa …”

Klaus Bader, Andreas Börner Article 151 Consequences of a division S. 717-720

„… not preclude shareholders from waiving their right to receive shares and, in particular, from waiving …” „… German Commercial Code. The right of each recipient company to register, which already results from …” „… terms of division or in Article 137(3); (b) the shareholders of the company being divided become …”

Jan P. Brosius Article 79 Reduction in the subscribed capital by compulsory withdrawal of shares S. 370-374

„… of shareholders by delegates having the right to vote (cf. → Art 84 mn. 13 et seq.). Further …” „… redemption purposes (cf. → Art 56 mn. 4 et seqq.). Shareholders whose shares are redeemed shall retain their …” „… rights in the company, with the exception of their rights to the repayment of their investment and …”

Article 65 Additional safeguards in case of related party transactions Jan P. Brosius S. 317-320

„… provision granting the right to every shareholder who disagrees with the proposed financial assistance, to …” „… Directive 2013/34/EU is an undertaking that (i) has a majority of the shareholders' voting rights in the …” „… (iv) is a shareholder in the company and either (x) has exercised its voting rights to appoint a …”

Tobias de Raet Article 115 Transfer of all assets and liabilities by one or more companies to another company which is the holder of 90 % or more of their shares S. 573-574

„… right is one of the key protections of minority shareholders in mergers and balances the interests of …” „… right to exit.5 If the minority shareholders make use of such an exit right pursuant to Article 114 …” „… to Article 114 subparagraph 1 point (a), the minority shareholders of the company being acquired need …”

Karsten Kühnle Article 86 d Draft terms of cross-border conversions S. 404-413

„… conversions.10 The principle of equal protection aims to protect shareholders without special rights as …” „… compared to shareholders equipped with special rights.11 Special rights requiring reporting the draft terms …” „… – but not all – shareholders. Rights agreed by the company with the entirety of shareholders or rights …”

Klaus Bader, Andreas Börner Article 136 Definition of a ‘division by acquisition’ S. 690-693

„… or new company. The interference with the rights of the (minority) shareholders associated with such …” „… withdrawal right to minority shareholders. Article 137 Draft terms of division 1. The administrative or …” „… companies to its shareholders”. Similarly, the Dutch Civil Code extends the scope of the provisions …”

Tobias de Raet Article 132 Simplified formalities S. 677-680

„… company or companies being acquired which confer voting rights in the general meeting of shareholders …” „… either by a company which holds all the shares and other securities conferring the right to vote at …” „… conferring the right to vote at general meetings of the company or companies being acquired, reports by an …”

Article 67 Subscription, acquisition or holding of shares by a company in which the public limited liability company holds a majority of the voting rights or on which it can exercise a dominant influe... S. 322-330

„… company and has sole control of a majority of the voting rights of its shareholders or members under an …” „… subject to a separate vote at least for each class of shareholder whose rights are affected by the …” „… which the public limited liability company holds a majority of the voting rights or on which it can …”

Dieter Leuering Article 7 [Single-member enterprise with limited liability] S. 853-855

„… Parliament and of the Council of 11 July 2007 on the exercise of certain rights of shareholders in listed …” „… companies (Shareholder Rights Directive) last amended by Directive 2017/828/EU of the European Parliament …” „… the Proposed Shareholders’ Rights Directive 2014? European Corporate Governance Regulation from a UK …”

Tobias de Raet Article 91 Draft terms of merger S. 509-514

„… liabilities in exchange for the issue to their shareholders of shares in the new company and a cash payment …” „… to distribute their assets to their shareholders. I. Definition of a Merger by Formation of a New …” „… accounting purposes as being those of the acquiring company; (f) the rights conferred by the acquiring …”

Tobias de Raet Article 125 Independent expert report S. 634-643

„… liability of members of the administrative or management bodies towards the shareholders of the company …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 III. Right to Request All Relevant Information …” „… management) do not try to evade certain requirements without the shareholders being able to prevent this …”

Tobias de Raet Article 123 Disclosure S. 618-625

„… ensure that creditors and minority shareholders are aware of their rights,18 particularly in relation to …” „… merging companies, of the arrangements made for the exercise of the rights of creditors, employees and …” „… exercise of the rights of creditors and of any minority members …”

Klaus Bader, Andreas Börner Article 156 Application of rules on divisions by acquisition S. 725-727

„… shareholders of the recipient companies to be able to exercise the rights conferred on them by that Article; (c …” „… Article 143(1) where the shares in each of the new companies are allocated to the shareholders of the …” „… company being divided in proportion to their rights in the capital of that company. I. Application of …”

Klaus Bader, Andreas Börner Article 154 Exemption from the requirement of approval by the general meeting of the company being divided S. 723-724

„… adopted by Italy, however leaving the right to compensation for any damage caused to members or third …” „… securities conferring the right to vote at general meetings of the company being divided, and the following …” „… before the operation takes effect, all shareholders of companies involved in the operation are entitled …”

Tobias de Raet Article 110 Transfer of all assets and liabilities by one or more companies to another company which is the holder of all their shares S. 566-568

„… legal structure of the new company and should, therefore, be approved by all shareholders of the …” „… the holder of all their shares and other securities conferring the right to vote at general meetings …” „… other securities conferring the right to vote at general meetings (cf. Article 110 sentence 1). Such …”

Jan P. Brosius Article 50 Derogation from the requirement for an experts' report S. 251-258

„… that minority shareholders have the right to require an expert valuation, the High Level Group endorsed …” „… shareholders make use of the possibility to waive the expert report under the provisions, for instance, in …” „… such a revaluation, one or more shareholders holding an aggregate percentage of at least 5 % of the …”

Tobias de Raet Article 111 Exemption from the requirement of approval by the general meeting S. 568-569

„… the shareholders of the company being acquired become shareholders in the acquiring company, is not …” „… minority shareholders which need to be protected.8 Consequently, Article 97(d) and (e) are likewise not …” „… management bodies of the company being acquired. Since both reports also address, inter alia, the rights of …”

Klaus Bader, Andreas Börner Article 140 Derogation from the requirement of approval by the general meeting of a recipient company S. 702-703

„… fully harmonise the protection of minority shareholders, but explicitly leave it to the Member …” „… States to enact special provisions to ensure adequate protection of minority shareholders.5 Article 140 …” „… specified in point (a), all shareholders of each recipient company are entitled to inspect the documents …”

Silja Maul, Larissa Furtwengler Article 10 Information on companies as referred to in Article 1(1) S. 1008-1010

„… , the rights and obligations attaching to it and the percentage of total share capital that it …” „… Article 85 of Directive 2001/34/EC; (d) the holders of any securities with special control rights and a …” „… description of those rights; (e) the system of control of any employee share scheme where the control rights …”

Dieter Leuering Article 5 [Self-dealing] S. 850-852

„… . 223-1 Code de commerce states that the sole shareholder shall exercise the powers of the meeting of …” „… shareholders. But instead of imposing strict rules on how to ensure the transparency of the decision making …” „… the single shareholder’s decisions in his position as general meeting are recorded in a listed and …”

Jan P. Brosius Article 82 Conditions for redemption of shares S. 378-380

„… meetings of shareholders by delegates having the right to vote (cf. → Art. 84 mn. 13 et seq.). VI. Minimum …” „… all the redeemed shares must be included in a reserve which cannot be distributed to the shareholders …” „… provision is made for the payment of a premium to shareholders in consequence of a redemption, the premium …”

Jan Lieder, Martin Bialluch Article 3 g Engagement policy S. 885-887

„… they integrate shareholder engagement in their investment strategy. The policy shall describe how they …” „… dialogues with investee companies, exercise voting rights and other rights attached to shares, cooperate …” „… with other shareholders, communicate with relevant stakeholders of the investee companies and manage …”

Article 66 Acceptance of the company’s own shares as security Jan P. Brosius S. 320-322

„… rights of its shareholders or members under an agreement concluded with other shareholders or members of …” „… event of realisation of the security, the company assumes the entrepreneurial risk the shareholder is …” „… shares by a company in which the public limited liability company holds a majority of the voting rights …”

Jan Lieder, Martin Bialluch Article 14 Voting results S. 971-973

„… threshold is reached for each resolution. Conversely, each shareholder shall have the right to request a …” „… applicable national law to define that.12 An EU-wide harmonisation of the shareholders’ right of appeal is …” „… provide or allow companies to provide that if no shareholder requests a full account of the voting, it …”

Jan P. Brosius Article 80 Reduction in the subscribed capital by the withdrawal of shares acquired by the company itself or on its behalf S. 374-376

„… represented at general meetings of shareholders by delegates having the right to vote (cf. → Art 84 mn. 13 et …” „… subscribed capital, this reserve may not be distributed to shareholders. It may be used only for offsetting …” „… shareholders as well as creditors. Art 80 Reduction in the subscribed capital by the withdrawal of shares 374 …”

Tobias de Raet Article 113 Merger by acquisition by a company which holds 90 % or more of the shares of a company being acquired S. 570-572

„… trust by so-called nominee shareholders.3 The initial proposal of the Directive 2009/109/EC intended to …” „… % or more, but not all, of the shares and other securities conferring the right to vote at general …” „… shareholders of the acquiring company are entitled to inspect the documents specified in points (a) and (b) and …”

Jan Lieder, Martin Bialluch Article 14 b Measures and penalties S. 973-974

„… shareholders’ right of appeal is still pending.13 CHAPTER IIA IMPLEMENTING ACTS AND PENALTIES Article 14 a …” „… exercise of shareholder rights in accordance with the protective purpose of the SRD (see above → Art 1 SRD …” „… enforcement of shareholder rights as required by Article 14 b SRD. This can also be achieved by interpreting …”

Tobias de Raet Article 101 Protection of holders of securities, other than shares, to which special rights are attached S. 546-549

„… shareholder or entitle the holder to a profit participation right (e.g. by depending on the stock price or …” „… options do not grant the right to actually become a shareholder. Therefore, holders of virtual options are …” „… collective exercise of their rights shall, however, remain unaffected.1 While the 1970 Proposal only covered …”

Silja Maul, Larissa Furtwengler Article 3 General principles S. 985-988

„… . minority shareholders are treated the same way as are shareholders of a large proportion or shareholders …” „… that are especially connected to the market like institutional shareholders. Their difference of …” „… of shareholders.3 Furthermore, under the principle it is assured that all holders of securities can …”

Jan P. Brosius Article 70 Shares issued for consideration other than in cash S. 341-345

„… valuation of such consideration. But, nonetheless, the right of minority shareholders to require such …” „… exchange of shares and to pay the shareholders of the company which is being absorbed or divided, or which …” „… that all the shareholders in the company which receive the consideration have agreed not to have an …”

Jan P. Brosius Article 48 Paying up of shares issued for a consideration S. 239-245

„… capital also results in the subordination of the shareholder’s respective rights with regard to those of …” „… to prevent shareholders from making “fictive” contributions. Such approach was considered to be one …” „… Shareholders are free to agree upon the assets they will have to contribute to generate the company’s legal …”

Jan P. Brosius Article 76 Derogation from safeguards for creditors in case of reduction in the subscribed capital S. 365-367

„… VIII. Exceptions Member States may set aside the right to obtain security only where the creditor …” „… shareholders; it may be used only for offsetting losses incurred or for increasing the subscribed capital by …” „… making payments or distributions to shareholders, or discharging shareholders from the obligation to make …”

Jan Lieder, Martin Bialluch Article 3 f Information on implementation S. 884-885

„… shareholders or other intermediaries with respect to shares of companies, which have their registered office in …” „… they integrate shareholder engagement in their investment strategy. The policy shall describe how they …” „… dialogues with investee companies, exercise voting rights and other rights attached to shares, cooperate …”

Klaus Bader, Andreas Börner Article 155 Definition of a ‘division by the formation of new companies’ S. 724-725

„… 138 have been complied with in respect of all participating companies, and (ii) the shareholders of …” „… transaction and therefore divisions where all the shares and other securities conferring voting rights in the …” „… resolution of the general meeting of shareholders) if all recipient entities partaking in the division are …”

Silja Maul, Larissa Furtwengler Article 17 Sanctions S. 1023-1024

„… provides the minority shareholders with an equivalent right like the one foreseen in Art 15 for the offeror …” „… . II. Sell-Out after a Takeover (Art 16 (1)) Art 16 subjects the sell-out right to the requirement …” „… . III. Sell-Out Threshold (Art 16 (2)) According to Art 16 (2) shareholders who did not accept the …”

Silja Maul, Larissa Furtwengler Article 15 The right of squeeze-out S. 1020-1022

„… Article 15 The right of squeeze-out 1. Member States shall ensure that, following a bid made to all …” „… securities to sell him/her those securities at a fair price. Member States shall introduce that right in one …” „… % of the capital carrying voting rights and 90 % of the voting rights in the offeree company, or (b …”

Klaus Bader, Andreas Börner Article 142 Examination of the draft terms of division by experts S. 705-707

„… the company being divided towards its shareholders and the management or administrative bodies of the …” „… terms of division and draw up a written report to the shareholders. However, the laws of a Member State …” „… towards adequate shareholder protection. This examination serves to protect the members (protection by …”

Silja Maul, Larissa Furtwengler Article 13 Other rules applicable to the conduct of bids S. 1018-1019

„… VI. Authorization of the General Meeting of Shareholders (Art 12 (5)) Art 12 (5) stipulates, that …” „… authorization of the general meeting of shareholders is required. Ultimately this leaves it up to the general …” „… meeting of shareholders to decide whether or not the reciprocity rule will be applied on a case by case …”

Jan P. Brosius Article 83 Voting requirements for the decisions of the general meeting S. 380-382

„… body, who are represented at general meetings of shareholders by delegates having the right to vote (cf …” „… employees as a body, who are represented at general meetings of shareholders by delegates having the right …” „… If, in consequence of a redemption, a premium is to be paid to the respective shareholder …”

Klaus Bader, Andreas Börner Article 141 Detailed written report and information on a division S. 703-705

„… be adopted if, within one month after such notice, one or more shareholders, who jointly represent at …” „… participating companies, which is subsequently made available to all shareholders in accordance with the …” „… preliminary information rights referred to under Article 143. This requirement again promotes the objective of …”

Tobias de Raet Article 122 Common draft terms of cross-border mergers S. 605-618

„… crossborder merger; (g) the rights conferred by the company resulting from the cross-border merger on members …” „… enjoying special rights or on holders of securities other than shares representing the company capital, or …” „… arrangements for the involvement of employees in the definition of their rights to participation in the company …”

Jan Lieder, Martin Bialluch Article 3 j Transparency of proxy advisors S. 891-895

„… at all “shareholders” themselves, but rather external parties.5 This can also be seen in the …” „… voting recommendations that relate to the exercise of voting rights. On the other hand, Article 3 j SRD …” „… shareholders with respect to shares of companies which have their registered office in a Member State and the …”

Jan Lieder, Martin Bialluch Article 3 k Review S. 895

„… published yet. The deadline for reporting has not yet expired. CHAPTER II GENERAL MEETINGS OF SHAREHOLDERS …” „… Article 4 Equal treatment of shareholders The company shall ensure equal treatment for all shareholders …” „… who are in the same position with regard to participation and the exercise of voting rights in the …”

Karsten Kühnle Article 86 i Protection of members S. 434-445

„… shareholder affected shall have an right to withdraw from the company.35 When implementing Article 86 i (3 …” „… terms of the cross-border conversion have the right to dispose of their shares for adequate cash …” „… members of the company to have the right referred to in the first subparagraph. 13 See Article 184 of the …”

Klaus Bader, Andreas Börner Article 145 Protection of employees’ rights S. 710-711

„… holders of other securities conferring the right to vote of each of the companies involved in the …” „… (d) of Article 143(1) if all the shareholders and the holders of other securities conferring the …” „… right to vote of each of the companies involved in the division have so agreed. Pursuant to Article …”

Article 64 Financial assistance by a company for acquisition of its shares by a third party Jan P. Brosius S. 305-317

„… granting the right to every shareholder who disagrees with the proposed financial assistance, to contest …” „… Level Group stated that a shareholders’ resolution should in principle be required, but the general …” „… assistance, whilst retaining the necessary protection for minority shareholders and creditors. In the view of …”

Tobias de Raet Article 87 General provisions S. 494-501

„… safeguarding of employees’ rights in the event of transfers of undertakings, businesses or parts of …” „… information, (ii) protection of the interests of members (i.e. shareholders) and others (in essence, creditors …” „… company law and corporate governance – a modern legal framework for more engaged shareholders and …”

Tobias de Raet Article 89 Definition of a ‘merger by acquisition’ S. 505-509

„… in exchange for the issue to the shareholders of the company or companies being acquired of shares in …” „… shareholders. I. Statutory Definition of a Merger by Acquisition …” „… shareholders of the company or companies being acquired and a cash payment, if any, not exceeding 10 % of the …”

Jan Lieder, Martin Bialluch Article 15 Transposition S. 974-976

„… enhance the position of shareholders or facilitate the exercise of shareholder rights in accordance with …” „… ) sanctions law could already be sufficient to enable the enforcement of shareholder rights as required by …” „… shareholders as part of a private enforcement mechanism as well as (supplementary) supervisory enforcement …”

Tobias de Raet Article 98 Protection of employees’ rights S. 540-541

„… Article 98 Protection of employees’ rights Protection of the rights of the employees of each of the …” „… ’ Rights in Accordance with Directive 2001/23/EC It has always been disputed how the rights of employees …” „… are to be dealt with in the course of the merger.1 Since employees are – like shareholders and …”

Tobias de Raet Article 92 Publication of the draft terms of merger S. 514-518

„… terms must provide adequate information on how such rights are dealt with in the course of the merger …” „… , e.g. if holders of such shares and securities are granted special rights by the acquiring company.23 …” „… which will decide on the merger. This ensures that the shareholders, who are to decide on a merger …”

Tobias de Raet Article 104 Publication formalities S. 552-553

„… merger, their shareholders and creditors and the general public (cf. Article 105), it is of utmost …” „… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 II. Right of the Acquiring Company to Initiate a Publication …” „… 16(6) and (7)).3 II. Right of the Acquiring Company to Initiate a Publication In order to avoid any …”

Tobias de Raet Article 112 Shares held by or on behalf of the acquiring company S. 569-570

„… ). Furthermore, pursuant to Article 111 subparagraph 1 point (b), all shareholders of the acquiring parent …” „… . one or more shareholders of the acquiring company holding a minimum percentage of the subscribed …” „… their jurisdictions shares are often held indirectly in trust by so-called nominee shareholders.3 The …”

Silja Maul, Larissa Furtwengler Article 6 Information concerning bids S. 999-1003

„… voting rights of the company. The holders of securities who sell their shares later shall be given equal …” „… for minority shareholders, since it allows further measures that do not interfere with the normal …” „… the rights which might be removed as a result of the breakthrough rule laid down in Article 11(4 …”

Karsten Kühnle Article 86 h Approval by the general meeting S. 429-434

„… meeting; and (ii) it recognizes the minority shareholders’ right to exit the company , that means, members …” „… . The general meeting of the company may reserve the right to make implementation of the cross-border …” „… constitution be approved by the member concerned, provided that such member is unable to exercise the rights …”

Karsten Kühnle Article 86 e Report of the administrative or management body for members and employees S. 413-422

„… arrangements for the involvement of employees in the definition of their rights to participation in the …” „… ; (b) the implications of the cross-border conversion for members; (c) the rights and remedies …” „… rights and procedures provided for at national level following the transposition of Directives 2002/14/EC …”

Jan P. Brosius Article 73 Decision by the general meeting on reduction in the subscribed capital S. 358-360

„… vote, at least for each class of shareholders whose rights are affected by the transaction. I …” „… reduction pursue two main purposes. One is to guarantee the equal treatment of shareholders and their …” „… protection from the impairment of their membership rights; the other is to protect existing creditors.2 …”

Hanno Merkt Accounting and Auditing Law of the European Union S. 809-835

„… meeting and its key powers and shareholders' rights and their exercise (f) composition and operation of …” „… majority of the shareholders' or members' voting rights in the latter or has the right to appoint or remove …” „… Law of the European Union Hanno Merkt 817 26 27 28 Art 20(1) Issue (e) operation of the shareholder …”

Klaus Bader, Andreas Börner Article 147 Protection of holders of securities, other than shares, to which special rights are attached S. 714-715

„… securities, other than shares, to which special rights are attached Holders of securities, other than shares …” „… , to which special rights are attached, shall be given rights in the recipient companies against which …” „… the rights they possessed in the company being divided, unless the alteration of those rights has been …”

Jan P. Brosius Article 58 Serious loss of the subscribed capital S. 280-283

„… capital 1. In the case of a serious loss of the subscribed capital, a general meeting of shareholders …” „… Article 58 aims to protect shareholders and, indirectly, creditors.6 In the event of financial …” „… difficulties, it is intended to inform and to involve shareholders as early as reasonable possible in the …”

Klaus Bader, Andreas Börner Article 148 Drawing up and certification of documents in due legal form S. 715-716

„… lent protection must be respected by the recipient companies, against whom the affected right …” „… , Article 2:334 o Dutch Civil Code provides that a right of pledge or usufruct on the shares of the company …” „… being divided will become a right of pledge or usufruct on which the pledgor or provider of the right of …”

Tobias de Raet Article 131 Consequences of a cross-border merger S. 672-677

„… acquired, including all contracts, credits, rights and obligations, shall be transferred to the acquiring …” „… merging companies, including all contracts, credits, rights and obligations, shall be transferred to the …” „… assets, rights and obligations by the merging companies becomes effective against third parties, those …”

Klaus Bader, Andreas Börner Article 160 j Protection of creditors S. 778-784

„… forum are aligned. IV. Right to Challenge the Adequacy of the Share Exchange Ratio According to Article …” „… 160i(6), members of the company being divided who did not have, or did not exercise the right to …” „… cross-border division is inadequate, have the right to dispute that ratio and claim a cash payment. When …”

Jan P. Brosius Article 78 Redemption of subscribed capital without reduction S. 368-370

„… distribution within the meaning of Article 56(1) to (4) may be used for redemption purposes; (c) shareholders …” „… whose shares are redeemed shall retain their rights in the company, with the exception of their rights …” „… (1) to (4) may be used for redemption purposes (cf. → Art 56 mn. 4 et seqq.). Shareholders whose …”

Alexander Schall, David Günther Article 9 Acts of the organs of a company and its representation S. 97-106

„… representation is attributed by the law or by the shareholders, and (c) whether the power is attributed to a …” „… representing organ under national law might even be the shareholder meeting. While barred from any …” „… would only apply to the shareholder meeting if that was the primary organ of company representation …”

Klaus Bader, Andreas Börner Article 153 Conditions for nullity of a division S. 721-723

„… grounds for nullity as well as regulations for the protection of legal rights held by affected third …” „… the right to compensation for any damage caused to members or third parties unaffected.5 In the …” „… right to vote at general meetings of the company being divided, and the following conditions are …”

Klaus Bader, Andreas Börner Article 150 Publication formalities S. 716-717

„… ) German Transformation Act in conjunction with Article 10 German Commercial Code. The right of each …” „… allocation laid down in the draft terms of division or in Article 137(3); (b) the shareholders of the company …” „… being divided become shareholders of one or more of the recipient companies in accordance with the …”

Peter Kindler Article 37 Compulsory documents and particulars to be disclosed S. 186-193

„… favour of a company: a management system which allows non-shareholders to be a board member …” „… right to establishment within the EU territory;1 this is made clear also by Recital 21 sentence 2 of the …” „… company, its main relevance lies in the field of shareholders’ liability for the debts of the company. The …”

Silja Maul, Larissa Furtwengler Introduction S. 979-981

„… shareholders, → Art. 3 mn. 7), as well as the adherence to certain frameworks in regards to time (→ Art. 7 mn …” „… decide in a first step if the duty of neutrality or takeover barriers like maximum-voting rights might be …” „… authorities, squeeze-out and sell-out as well as the regulations for the protection of the shareholders (Art 5 …”

Alexander Schall, David Günther Article 12 Consequences of nullity S. 108-110

„… name, since Marian June Akin aka “Lindi St. Claire” was a well-known campaigner for prostitute’s rights …” „… shareholders still remain liable to pay the subscribed, but not paid-up capital, if these payments are …” „… regulate the effects of the nullity between the shareholders (Art 12 para. 5), and they may do so according …”

Tobias de Raet Article 118 General provisions S. 576-594

„… provisions 576 Tobias de Raet 2 3 4 3. Protection of shareholders, creditors and employees involved in the …” „… economic disadvantages for its companies and negative impacts on the right of co-determination.31 These …” „… framework for more engaged shareholders and sustainable companies, COM(2012) 740 final, 12.12.2012, p. 15 …”

Jan P. Brosius Article 47 Issuing price of shares S. 235-239

„… exception addresses the issuing banks, which do not intend to become shareholders themselves, and aims to …” „… constitute the right concept for public limited liability companies or if a different approach might be …” „… protection of shareholders and third parties.17 Accordingly, the European Commission ordered a study by KPMG …”

Article 59 No subscription of own shares S. 283-286

„… middleman will be recognised as shareholder with all the related rights and obligations. Most importantly …” „… , that the Directive “does not require there to be either (i) a right to compensation as against the …” „… the management from exercising any rights attaching to the issued shares. IV. Prohibition of the …”

Jan Lieder, Martin Bialluch Article 17 Addressees S. 976-979

„… and fair procedure (equal treatment of the shareholders, → Art. 3 mn. 7), as well as the adherence to …” „… takeover barriers like maximum-voting rights might be deviated from temporarily for a bid procedure. If the …” „… regulations for the protection of the shareholders (Art 5) were to be debated among the Member States as well …”

Jan P. Brosius Article 4 Compulsory information to be provided in the statutes or instruments of incorporation or separate documents S. 79-83

„… class and the rights attaching to the shares of each class; (f) whether the shares are registered or …” „… respective rights attaching to the shares of each existing class of shares, point (e). 1. 2. 3 Second Council …” „… , shareholder agreements providing for the requirement of consent to the transfer of shares. If several classes …”

Jan P. Brosius Article 69 Paying up shares issued for consideration S. 339-341

„… right and Article 84 (3) as well as Article (84) (4) oblige Member States to make certain derogations …” „… asking its shareholder for further equity financing. Also, in the view of the Commission such requirement …” „… offer for the purchase or exchange of shares and to pay the shareholders of the company which is being …”

Jan P. Brosius Article 46 Assets S. 233-235

„… that it would not be justified to allow shareholders to exchange unrealisable assets against liquidable …” „… down in Article 56. Rights of use also classify as contributable assets.11 III. Exclusion of …” „… supply services from the scope of contributable assets. With respect to shareholders, it must be noted …”

Jan Lieder, Martin Bialluch Article 3 i Transparency of asset managers S. 889-891

„… is also hardly any connection with shareholder rights.2 “However, although big institutional …” „… . 114 (2015), 121, 153; European Company Law Experts, Shareholder engagement and identification (2015 …”

Peter Kindler Article 1 Subject matter S. 65-68

„… shareholders’ rights in listed companies). II. The single subject matters addressed by CD (EU) 2017/1132 The …” „… shareholders the benefit of the results of the management of their assets, — which offer their own shares for …”

Tobias de Raet Article 88 Rules governing mergers by acquisition and mergers by formation of a new company S. 501-505

„… decision, the problem cannot and will not be solved “by the rules concerning the right of establishment …” „… transferring company and (iii) the granting of shares in the acquiring company to the shareholders of the …” „… company holds all shares and other securities (conferring the right to vote at general meeting) in the …”

Alexander Schall, David Günther, Michael Lamsa Article 16 Disclosure in the register S. 129-135

„… power to bind the company is at stake. Appointments of directors are typically based on shareholder …” „… resolutions that must be carried by the majority of shareholders who must actually hold the shares and, in …” „… case of corporate shareholders, have to be duly represented by their directors who have been validly …”

Klaus Bader, Andreas Börner Article 160 a Scope S. 731-744

„… operation and in the report of the management body of the company for its shareholders and employees …” „… relating to the impact of the cross-border division on such persons. Shareholders and employees will thus …” „… rights/ benefits for members and/or members of the administrative or management bodies, creditor …”

Karsten Kühnle Article 86 a Scope S. 398-403

„… , implications of the transfer on employees, the proposed timeline, protection of shareholders and creditors …” „… company).8 Thirdly, the ECJ’s interpretation of freedom of establishment meaning the right of a company to …” „… shareholders and the employees of the SE are complied with; the cross-border conversion must not undermine the …”

Silja Maul, Larissa Furtwengler Article 4 Supervisory authority and applicable law S. 988-994

„… rights which confers control and any derogation from the obligation to launch a bid, as well as the …” „… dealing with disputes. Article 5 Protection of minority shareholders, the mandatory bid and the equitable …” „… voting rights in that company, giving him/her control of that company, Member States shall ensure that …”

Karsten Kühnle Article 86 m Pre-conversion certificate S. 467-478

„… fulfilled, including whether the company is solvent, the requisite majority of shareholders has approved the …” „… conversion at a general meeting and employees, minority shareholders and creditors are protected within the …” „… participation rights, protection of creditors, and prevention of misuse. Reality will show to which extent …”

Silja Maul, Larissa Furtwengler Article 23 Addressees S. 1027-1029

„… 2007/36/EC on the exercise of certain rights of shareholders IV: Directive 2004/25/EC on takeover bids …” „… division 160m 2 f. – of law 68 20 ff. – of rights III 9 3, 9a 11 Abuse control – cross-border division …”

Jan Lieder, Martin Bialluch Article 14 a Committee procedure S. 973

„… shareholders’ right of appeal is still pending.13 CHAPTER IIA IMPLEMENTING ACTS AND PENALTIES Article 14 a …”

Klaus Bader, Andreas Börner Article 158 Divisions with cash payment exceeding 10 % S. 729-730

„… is therefore only permissible if the court satisfactorily determines that the shareholders and …” „… . Pursuant to Article 2:334 x (2), the aggregate amount of a right to a cash payment or receivables pursuant …” „… , proprietary rights and interests and all of its liabilities are transferred. However, the company being …”

Tobias de Raet Article 103 Date on which a merger takes effect S. 551-552

„… the companies involved in the merger, their shareholders and creditors and the general public (cf …” „… the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 II. Right of the …”

Jan P. Brosius Article 5 Authorisation for commencing business S. 83-85

„… advantages may particularly be a revenue or profit share, rights of use or exclusivity rights. Advantages …” „… amount of shareholders, falling below such threshold may not lead to the automatic dissolution of the …”

Tobias de Raet Article 116 Mergers with cash payment exceeding 10 % S. 574-575

„… securities with voting rights of the company being acquired are not held solely by the acquiring company but …” „… shareholders and creditors of the companies involved in the merger.1 Article 116 shall cover operations whose …”

Klaus Bader, Andreas Börner Article 160 c Procedures and formalities S. 746-748

„… type of restructuring is permissible if all shareholders of the company to be divided so agree.9 …” „… , supervisory or controlling bodies of the company being divided; (i) the rights conferred by the recipient …” „… companies on members of the company being divided enjoying special rights or on holders of securities other …”

Klaus Bader, Andreas Börner Article 146 Protection of the interests of creditors of companies involved in a division; joint and several liability of the recipient companies S. 711-714

„… In Dutch law, the rights of employees are protected by Article 7:662 and onwards of the Dutch Civil …” „… Code. In the event of a transition of a business the employer’s rights and obligations arising from an …” „… governing the collective exercise of their rights, paragraphs 1 to 4 shall apply to the debenture holders of …”

Tobias de Raet Article 126 b Protection of creditors S. 653-656

„… . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 2. Right to challenge safeguards as inadequate …” „… acquiring company as the surviving entity. Right to challenge safeguards as inadequate Member States need to …” „… (i.e. restrictions on paying back equity capital to the shareholders). Changes in the accounting system …”

Peter Kindler Article 30 Documents and particulars to be disclosed S. 163-171

„… lies in the field of shareholders’ liability for the debts of the company. While it is true that the …” „… the branch can be run by its managing directors (first category, first indent) as the shareholders …” „… the right to establishment. On the other hand, three years after ‚Inspire Art‘, in ‚innoventif …”

Klaus Bader, Andreas Börner Article 160 h Approval by the general meeting S. 769-773

„… divided may reserve the right to make implementation of the cross-border division conditional on express …” „… approved by the member concerned, provided that such member is unable to exercise the rights laid down in …” „… supermajority. – At least the members who hold voting rights and voted against the approval of the draft terms …”

Article 63 Holding of own shares and annual report in case of acquisition of own shares Jan P. Brosius S. 302-305

„… conditions: (a) among the rights attaching to the shares, the right to vote attaching to the company’s own …” „… supervise and control itself. Therefore, own shares do not carry any voting rights.4 Further, to provide …” „… shareholders and third parties with the essential information regarding the own shares that were acquired and …”

Tobias de Raet Article 99 Protection of the interests of creditors of the merging companies S. 541-545

„… protection is guaranteed. Like employees, creditors do not have the right to vote or in any other way decide …” „… the draft terms of merger are not aimed at informing the public but only the shareholders of the …” „… the right to demand adequate security (i.e. collateral, bank guarantee) if they can demonstrate …”

Klaus Bader, Andreas Börner Article 160 i Protection of members S. 773-778

„… economic rights without having had the possibility to comment on these. VI. Challenges of the Resolution …” „… terms of the cross-border division have the right to dispose of their shares for adequate cash …” „… company being divided to have the right referred to in the first subparagraph. Member States may require …”

Alexander Schall, David Günther Article 7 General provisions and joint and several liability S. 92-96

„… contract,13 and otherwise restricted to a right to sue the person acting on behalf of the future company …” „… life in the guise of a so-called Vorgesellschaft (= “pre-company”). All rights are acquired and …” „… ) that shares most features of the later company, apart from the limited liability of the shareholders …”

Klaus Bader, Andreas Börner Article 160 e Report of the administrative or management body for members and employees S. 757-763

„… cross-border division is not to provide specific rights or obligations, but to set out a general framework …” „… , where applicable; (c) the implications of the cross-border division for members; (d) the rights and …” „… applicable information and consultation rights and procedures provided for at national level following the …”

Tobias de Raet Article 133 Employee participation S. 680-686

„… . Publication of the Merger Documents if no Shareholders’ Meeting is Required Article 132(3), which was included …” „… entitlement to exercise participation rights as is enjoyed by those employees employed in the Member State …” „… merger and their involvement in the definition of such rights shall be regulated by the Member States …”

Alexander Schall, David Günther, Michael Lamsa Article 13 g Online formation of companies S. 116-121

„… Art 13 g Alexander Schall, David Günther and Michael Lamsa 117 1 shareholder rights addressed solely …” „… under the right of representation in foreign companies.19 The interconnection of the registers did not …”

Tobias de Raet Article 120 Further provisions concerning scope S. 598-603

„… the scope is to prohibit the circumvention of the safeguards regarding the protection of shareholders …” „… and the protection of employees as regards rights other than those governed by Article 133. I …”

Klaus Bader, Andreas Börner Article 160 d Draft terms of cross-border divisions S. 748-757

„… , management, supervisory or controlling bodies of the company being divided; (i) the rights conferred by the …” „… recipient companies on members of the company being divided enjoying special rights or on holders of …” „… which arrangements for the involvement of employees in the definition of their rights to participation …”

Karsten Kühnle Foreword to Arts 86a-86 t S. 390-398

„… conversions includes three major principles: (i) the right of a company formed in accordance with the …” „… Kühnle 18 19 20 absence of gaps relative to protection of employees, minority shareholders and creditors …” „… the TFEU which contain directly effective rights would be converted into UK domestic law, for instance …”

doi.org/10.5771/9783845279909

Markus Krajewski, Miriam Saage-Maaß - Die Durchsetzung menschenrechtlicher Sorgfaltspflichten von Unternehmen

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Markus Krajewski (ed.), Miriam Saage-Maaß (ed.)

Die Durchsetzung menschenrechtlicher Sorgfaltspflichten von Unternehmen

Series: Studien zum Internationalen Wirtschaftsrecht - Studies on International Economic Law

Volume 17 2018

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Johan Horst Shareholder Activism for Human Rights? Aktienrechtliche Instrumente zur (mittelbaren) Durchsetzung von Menschenrechtspflichten auf den Finanzmärkten S. 203-242

„… Shareholder Activism for Human Rights? Aktienrechtliche Instrumente zur (mittelbaren) Durchsetzung …” „… State University Business Review, 10 (2011), S. 57 ff.. Shareholder Activism for Human Rights? 207 Die …” „… VII (S. 156). Shareholder Activism for Human Rights? 209 raus (endogen) zu Instabilität und Krisen …”

Titelei/Inhaltsverzeichnis S. 1-8

„… Bastian Brunk 7 Shareholder Activism for Human Rights? Aktienrechtliche Instrumente zur (mittelbaren …” „… vorliegende Band ist das Ergebnis eines Kooperationsprojekts zwischen dem Centre for Human Rights …” „… Constitutional and Human Rights (ECCHR) in Berlin. Neben der Führung strategischer Zivil- und Strafprozesse, die …”

Leonhard Hübner Human Rights Compliance und Haftung im Außenverhältnis S. 61-86

„… Human Rights Compliance und Haftung im Außenverhältnis Leonhard Hübner* Einleitung »Die …” „… Lösungen de lege ferenda. Potential der Human Rights Compliance de lege lata Dogmatischer Ausgangspunkt …” „… Grundlagen Den dogmatischen Ausgangspunkt für eine Human Rights Compliance bilden die Sorgfaltspflichten der …”

Sebastian Eickenjäger Die Durchsetzung von Menschenrechten gegenüber Unternehmen mittels nichtfinanzieller Berichterstattung S. 243-278

„… Principles on Business and Human Rights (UNGP)1 gelten heute als maßgeblicher Referenzpunkt für das …” „… Human Rights and Transnational Corporations and Other Business Enterprises (John Ruggie), Guiding …” „… Principles on Business and Human Rights: Implementing the United Nations “Protect, Respect and Remedy …”

doi.org/10.5771/9783845290607

Sebastian Pläster - Mitgliedschaftliche Treuepflicht in der GmbH, der Limited und im Statut der Europäischen Privatgesellschaft

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Sebastian Pläster

Mitgliedschaftliche Treuepflicht in der GmbH, der Limited und im Statut der Europäischen Privatgesellschaft

Series: Schriften zum Gesellschafts-, Bank- und Kapitalmarktrecht

Volume 35 2013

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Überblick über die gesellschafterliche Treuepflicht in Großbritannien S. 130-148

„… , 893: „first and most obvious […] shareholders’ personal rights“;Boyle, Minority shareholders’ remedies …” „… ., Gower/Davies’ Company Law, para 20-9 (p. 694).502 Lord Hoffmann, in: Hollington, Shareholders’ Rights, p. ix …” „… bestehe.504 Lord Hoffmann, in: Hollington, Shareholders’ Rights, p. ix (Foreword to First Edition).505 Re …”

Adressaten der Treuepflicht: Mehrheits? und Minderheitsgesellschafter S. 171-183

„… between the applicant’s rights as a shareholder and her rights as a purchaser of a flat; but Ithink …” „… , […] that her rights as a shareholder form such an integral part of the scheme as awhole as to make it …” „… ’ Rights, para 7-117; Drake/Lightman, in: Joffe/Drake/Richardson, Minority Shareholders, para 8.70 a.E …”

Intensität der Treuepflicht: Ausschlaggebende Faktoren S. 244-293

„… Estmanco(Kilner House) v Greater London Council an:„No right of a shareholder to vote in his own selfish interests …” „… fortführungswilliger Minderheitsgesellschafter sich nicht zur Wehrsetzen:„minority shareholders have no right to tie …” „… shareholders by depriving the company of a cause of action [in contract against the dominant shareholder …”

Treuepflichtschranken bei der Abberufung eines Gesellschafters als Geschäftsführer S. 309-313

„… , obiter dictum); Hollington, Shareholders’ Rights,paras 7-74 et seqq.; Mayson/French/Ryan, Company Law, ch …” „… ’ Rights, paras 7-75 et seq.; Joffe, in: ders./Drake/Richardson,Minority Shareholders, para 7.134 …” „… , Shareholders’ Rights, para 7-77 a.E.; Buckley-Prentice, Companies Acts, CA 2006, div. 18 para 32. S. auch …”

Treuepflichtschranken bei der Verweigerung der Zustimmung zu einer Anteilsübertragung S. 299-309

„… [2002]1 B.C.L.C. 324, 333-335 (High Court, obiter dictum); Hollington, Shareholders’ Rights,paras 7-74 et …” „… sich dabei zwar in ersterI.1255 Siems, Convergence in Shareholder Law, p. 81.1256 Krämer, Wechsel von …” „… ); Micheler, in: Davies, Gower/Davies’Company Law, para 27-7 (p. 944).1260 Siems, Convergence in Shareholder …”

Terminologie: „Gesellschafterliche Treuepflicht“ S. 109-114

„… . 154.110„the shareholder’s vote is a right of property, and prima facie may be exercised by ashareholder as …” „… ’ Rights, para 5-31.392 Flannigan, J.B.L. 2004, 277, 287: „Whatever the limitation on shareholder voting …” „… . quasi-partnership company in allerKürze Hollington, Shareholders’ Rights, para 7-61 und näher noch unten § 15 II. 2 …”

Umfang der Treuepflicht II: Förderfunktion S. 226-244

„… class rights […]. There is nothing […] which confers any right on [therespondent] as shareholder which …” „… will interfere […] with the exerciseby a shareholder [of] the voting right attached to his own shares …” „… exerciseby a shareholder [of] the voting right attached to his own shares. However, I have cometo the …”

Schutzrichtungen der Treuepflicht S. 161-171

„… ) Mehr-§ 18between the applicant’s rights as a shareholder and her rights as a purchaser of a flat; but …” „… Ithink, […] that her rights as a shareholder form such an integral part of the scheme as awhole as to …” „… that the shareholders […] will then have no prospect of receiving anything.”(Hervorhebung durch …”

Umfang der Treuepflicht I: Schrankenfunktion S. 183-226

„… seq. (High Court). Ebensovermeintlich Hollington, Shareholders’ Rights, para 5-26 (s. aber auch unten …” „… B.C.L.C 609, 626 (High Court). S. auch Hollington, Shareholders’ Rights, para 5-36 a.E.744 Vgl. oben bei …” „… [2003] B.C.C. 11, 38, 44 (Court of Appeal,Votum Auld LJ); Hollington, Shareholders’ Rights, para 7-51 …”

Literaturverzeichnis S. 319-344

„… :11.06.2012Copp, Stephen, Company law: individual shareholder rights, 11 I.C.C.L.R. (2000), N6-8Crabb, Letitia …” „… , Shareholders’ Rights, 5th ed., London 2007ders., Shareholders’ Rights, 6th ed., London 2010Hölters, Wolfgang …” „… GmbH-Recht, NJW1982, 409-420 MacIntosh, Jeffrey G., Minority Shareholder Rights in Canada and England …”

Treuepflichtschranken bei der Gewinnthesaurierung S. 293-299

„… (No 823 of 1987) [1990]B.C.L.C. 80, 88 (High Court); Hollington, Shareholders’ Rights, para 7-100 a.E …” „… ., British Company Law, ch. 41-100 (p. 41,651); Joffe, in: ders./Drake/Richardson, Minority Shareholders …” „… , paras 7.161-163; Boros, Minority Shareholders’ Remedies, pp. 244 et seq. Weitere …”

Geltungsgrund der gesellschafterlichen Treuepflicht: Gegengewicht zur Einwirkungsmöglichkeit auf die Interessen der Mitgesellschafter S. 148-161

„… . 622) Hollington, Shareholders’ Rights, 5th ed., para 7-09(pp. 168 et seq.).620 Vgl. oben § 12 I. mit …” „… Appeal-Entscheidung in selbiger Sache Einhaltgeboten, dazu sogleich im Haupttext).622 Hollington, Shareholders’ Rights …” „… exercised bonafide, and having regard to the purposes for which they are created, and to the rights …”

Ziel und Gegenstand der Untersuchung S. 44-57

„… erstmals kodifiziertendirectors’ duties; Hollington, Shareholders’ Rights, para 2-08 (unter (1),(4),(5 …” „… Law, p. 4; Joffe/Drake/Richardson, Minority Shareholders,3rd ed., p. vii (Preface); Mayson/French/Ryan …”

doi.org/10.5771/9783845242354

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European Company Case Law (ECCL)

Browse Volumes: European Company Case Law (ECCL)

ECCL Volume 1 (2023) Issue 1 ISSN Online: 2752-1788

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Titlepages and Teaser S. 1-19

„… limited liability companies (2009/102/EC)■ Directive on Takeover Bids (2004/25/EC)■ Shareholder Rights …” „… publishing rights:All articles published in this journal are protected by copyright. This also applies to the …” „… : Stepping, or Striding, in the Same Direction?’ (2021) 6 Business and Human RightsJournal 550–58.15 B …”

Beate Sjåfjell Corporate sustainability and due diligence S. 5-30

„… : Stepping, or Striding, in the Same Direction?’ (2021) 6 Business and Human RightsJournal 550–58.15 B …” „… Thisspace is, however, taken up by the social norm of shareholder primacy.10 Company lawmust take back that …” „… , ‘How Company Law has FailedHuman Rights – and What to do About it’ (2020) Business and Human Rights …”

Iris M. Barsan Scope and private enforcement of corporate sustainability due diligence requirements – A comparative approach S. 31-54

„… increase the scope of protected rights.This being said, the final arbitrage on the question of liability …” „… Article 7, the obligation is to prevent material adverse impacts on protected rights.The causality issue …” „… rights andtransnational corporations and other business enterprises”; UN OHCHR “The Corporate …”

Jan Lieder, Sarah Meyer Supply chain act and liability under German law S. 55-78

„… human rights,individual literature voices assume an organisational liability that is based on a …” „… shift in paradigm by installing duties to manage environmental andhuman rights risks. In the spirit of a …” „… companies regarding social, envi‐ronmental and human rights issues.3 For the realization of these …”

Paolo Manzoni ECB supervision and national law. S. 105-114

„… intervention measures, the compression ofthe shareholders' rights is more limited, as, for certain matters, the …” „… recognizes in the shareholders' meeting collective prerogatives, andnot individual rights (see T. Ascarelli …” „… shareholders'rights reaches a strong pervasiveness.5However, in the aforesaid judgment, the Court considered not to …”

Mónica Fuentes, Javier Megías Sustainability in Spanish company law: State of the art and a special reference to the new SBIC (Sociedad de beneficio e interés común) S. 79-94

„… shareholder withdrawal rights, etc. It is foreseeable that the forthcomingRegulation developing the SBIC will …” „… and promotinglong-term shareholder engagement . . . . 85III. Initiatives of the Spanish …” „… (“shareholder value”)2 and the institutionalist or pluralistic ones(“stakeholder value”) in which ESG goals fit …”

Lucian Bercea The truth is in the details: New conditions for company directors’ liability in insolvency proceedings? S. 123-130

„… , following the legislator’s thinking and the institution’spurposes, the parties have the right to …” „… shareholders of the liquidated company.E. ConclusionsA recent decision of the Romanian high court generates …”

doi.org/10.5771/2752-177X-2023-1

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