Unwritten general meeting competence

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The unwritten general meeting competence is a practice in the jurisprudence in company law , more precisely in stock corporation law .

The legal rules are broken by this case law, because a loophole in the protection of shareholders is assumed there (protection of property). "Creates" For this reason, an extended jurisdiction of the General Meeting , the General Assembly of shareholders , decisions of the Executive Board, which would jeopardize the value of the shares (the property of shareholders) massively. Because such decisions can have the effect of expropriation . This is where the need for approval (the obligation to consent) of the shareholders for such decisions is specified.

Such a “breakthrough” through written law is unique in German company law. The decisive rulings on this were the Holzmüller ruling and the two gelatine rulings by the Federal Court of Justice .

literature

Comments
  • Emmerich, Volker / Habersack, Mathias (eds.), Stock Corporation and GmbH Group Law, 3rd edition, 2003
  • Hopt, Klaus J. / Wiedemann, Herbert (eds.), Large Commentary on the Stock Corporation Act, Vol. 5th 4th edition 1999,
  • Kropff, Bruno / Semler, Johannes (eds.), Münchner Kommentar zum Aktiengesetz, Volume 4, 2nd edition 2004
  • Müller, Welf / Rödder Thomas (ed.), Beck's manual of the AG, corporate law, tax law, IPO. 2nd edition, 2009
  • Schmidt, Karsten / Lutter, Marcus (eds.), AktG, vol. 1., 2008
  • Zöllner, Wolfgang (Ed.): Cologne Commentary on the Stock Corporation Act, 2nd edition, 1986–2004
Textbooks and manuals
  • Ulrich Eisenhardt: Corporate Law. 13th edition, 2007
  • Ralf Ek: Practical Guide for the Annual General Meeting . 2005.
  • Grunewald, Barbara: Corporate Law. 7th edition, 2008
  • Hueck, Andreas / Windbichler, Christiane: Corporate Law. 21st edition, 2007
  • Kraft, Alfons / Kreuz, Peter: corporate law. 11th edition, 1999
  • Thomas Raiser: Law of corporations. 3rd edition, 2001
Monographs and scientific articles
  • Ernst Geßler : Convocation and unwritten membership of the general meeting in: Festschrift for Walter Stimpel. 1985
  • Großfeld, Bernhard / Bondics, Klaus: The shareholders' lawsuit - now also in German law. JZ 1982, p. 589
  • Theodor Heinsius : Responsibility for the formation, expansion and reorganization of the group ., ZGR 1984, p. 383 (quoted as: Heinsius in: ZGR 1984)
  • Marcus Lutter : Organizational responsibilities in the group . Festschrift for Walter Stimpel . 1985, p. 825