Analítico de Periódico
HOPT, Klaus J.
The German law of the supervisory board / Klaus J. Hopt
In: Revista da Faculdade de Direito da Universidade do Porto - a.17-18 (2020-2021) - p.539-562
DIREITO COMERCIAL DIREITO DAS SOCIEDADES REGULAMENTAÇÃO COMERCIAL ADMINISTRADOR DE SOCIEDADES CONSELHO FISCAL DIREITO COMPARADO
I- The German Two-tier Board System in a Comparative Perspective. 1- One-tier and Two-tier Boards Systems in Comparative Law. a. Two-tier Board Systems and their Assets. b. One-tier Boards Systems and their Assets. 2- The German Two-tier Board System and its Particularities: A Legal Survey. a. The Regulation of the Supervisory Board in the Stock Corporation Act; b. The Regulation of the Supervisory Board in the Corporate Governance Code. 3- Giving Shareholders a Choice Between the Two Systems. a. The International Trend. b. German Conservatism. 4- The European Dimension of Board Regulation. 5- Convergence and Divergence; a. Signs of Convergence; b. Path-dependent Divergence. II- The German Law of the Supervisory Board; Problems and Experiences. 1- The Composition of the Board, in Particular Labor Codetermination and the Stakeholder Perspective; a. Quasi-parity Labor Codetermination in German Boards. b. The Experience with Labor Codetermination. 2- The Internal Structure of the Supervisory Board and its Relation to the Management Board; a. The Internal Structure and Functioning of the Supervisory Board; b. The Relations Between the Supervisory Board and the Management Board: Control Ex Ante and Co-decision in Fundamental Affairs. 3- The Tasks, Rights and Duties of the Supervisory Board, in Particular Control Over the Management Board. a. The Tasks, Rights and Duties of the Supervisory Board. b. The Experience with the Control of the Supervisory Board over the Management Board. 4- The Liability of the Supervisory Board. a. The Legal Situation. b. The Experience: Growing Risk of Liability After the Financial Crisis. 5- Concurring Control by Shareholders, Auditors and the Markets. a. Control of the Shareholders over the Board; b. Transparency and the Role of Auditors and Other Gatekeepers. c. The Control of the Markets Over the Board, in Particular of the Market for Corporate Control: Limited Experience.