Reform of the Law on Defective Resolutions: the basis for lively Annual General Meetings

Reforming the Law on Defective Resolutions is crucial to making Annual General Meetings in Germany places of genuine exchange. Currently, the rigid requirements of the Law on Defective Resolutions prevent lively discussions. For fear...

The 28th regime: a uniform legal framework for companies in Europe

The EU Commission has consulted on the 28th regime. The aim is to create harmonised company law that complements existing national legal forms and, in particular, facilitates cross-border business activities in the EU. To this end,...

Fair conditions for European companies in the US

The US Securities and Exchange Commission (SEC) is considering changing the definition of a Foreign Private Issuer (FPI). FPI status is intended to protect foreign companies from double reporting requirements, for example. Currently,...

HV Magazin: AGM of the Future

Declining attendance figures, monotonous procedures, little room for debate: the annual general meeting (AGM) has been the subject of criticism for years. Sven Erwin Hemeling, Head of Stock Corporation Law at Deutsches Aktieninstitut,...

HV Magazine: (Climate) transition plans at the AGM. The ‘no’ vote in the Say on Climate

Should shareholders vote on the company's sustainability plan at the Annual General Meeting – in other words, have a say on climate – and what happens if they vote against it? Dr Cordula Heldt, Head of Corporate Governance and...

Kurvenlage - Semi-Annual Report, Second term 2024, Focus: Corporate Governance (in German)

‘We have credible and independent institutions, a transparent administration and we stand firmly by the rule of law. It is thanks to all of this that Europe has withstood the most severe economic turbulence in its history over the last...

BOARD: Reform of the Annual General Meeting

In a guest article for BOARD – Journal for Supervisory Boards in Germany, our Chief Executive and Member of the Board Henriette Peucker and Dr Sabrina Kulenkamp, partner at Freshfields Bruckhaus Deringer, explain recommendations for...

A new cost regulation for shareholder services, but not at any price

We would appreciate a new cost regulation that sets an appropriate reimbursement rate for intermediaries for shareholder communication and identification. The legal clarity gained would enable standardised billing of intermediaries'...

HV Magazin: Unsatisfactory state of German Annual General Meetings

The Annual General Meetings (AGMs) of listed companies in Germany are formalistic and lengthy, whereas abroad they are usually less formal and shorter. Our Head of Corporate Law Sven Erwin Hemeling and Dr. Sabrina Kulenkamp, partner at...

Evolution of the virtual Annual General Meeting in Germany

The concept of the virtual annual general meeting (AGM), revised in 2022, is modeled on the physical AGM. It offers shareholders easier participation and shareholder rights are guaranteed by law.Voting rights advisor ISS has now...

Audit Committee Quarterly: Communication with shareholders – reform of the law on the defect of resolutions overdue

A successful Annual General Meeting (AGM) is characterised by an open exchange between shareholder representatives and the company. However, the formalism of German AGMs, caused by the law on the defect of resolutions, makes this more...

Neue Zeitschrift für Gesellschaftsrecht (September): Recent developments in Brussels

In his guest article for the Neue Zeitschrift für Gesellschaftsrecht, Jan Bremer, head of our EU liaison office, discusses current developments in Brussels. He reports on the economic policy guidelines of the EU Commission President...

Annual General Meetings in Germany: Are German annual general meetings attractive attractive enough for the future?

The virtual Annual General Meeting made necessary by the COVID-19 pandemic has reignited the discussion about a general modernization of the Annual General Meeting. Beyond the debate about the right format, criticism of the Annual...

Making Annual General Meetings in Germany more attractive

Shareholder representatives and companies are calling for a more open dialogue between the board of directors and shareholders at the annual general meeting. Together with the commercial law firm Freshfields Bruckhaus Deringer,...

Better Boards Podcast: Insights into the German Corporate Governance Debate

What is the significance of the ongoing debate on Corporate Governance in Germany and the UK in the context of reporting? How can you identify possible expectation gaps of stakeholders and regulators with regard to corporate reporting...

Simplification of the written form in company law desired

We welcome the discussion initiated by the Federal Ministry of Justice on the exemption from written form requirements in company law and are in favour of reducing them. The prerequisite is that these lead to simplification in practice...

Strengthening the Capital Markets Union through cost-efficient shareholder communication

We are in favour of the adoption of a new cost regulation that adequately defines the reimbursement of expenses incurred by intermediaries for shareholder communication and identification. The objective of improved shareholder...

Enabling more attractive Annual General Meetings in Germany

As part of the expert hearing of the Legal Affairs Committee of the Deutscher Bundestag on April 22, 2022 on the motion "For legal certainty and a lively Annual General Meeting – need for reform in the law on defects in resolutions",...

Neue Zeitschrift für Gesellschaftsrecht: Recent developments in Brussels

In his guest article for the Neue Zeitschrift für Gesellschaftsrecht, Jan Bremer, Head of our EU Liaison Office, discusses the key new developments on sustainability standards, the CSDDD and the anti-money laundering package. He...

Börsen-Zeitung: The virtual Annual General Meeting - a modern format

In her guest article, Dr. Christine Bortenlänger, Managing Director of Deutsches Aktieninstitut, takes a look at the still young format and highlights the need for further reforms. Of the Dax 40 shareholders, 87 percent were in favor...

We introduce: Our working groups in video clip - Issuer Law and IR Working Group

What does the Issuers, Legal and Investor Relations Working Group do? Dr. Claudia Royé, Head of Capital Markets Law, and Dr. Gerrit Fey, Head of Capital Markets, who head the working group, introduce it in a short video.

We published...

New structure in the fight against money laundering and terrorist financing (in German)

In the fight against money laundering, the Financial Action Task Force (FATF) gave the German government a poor report card in August 2022. A fragmented authority structure and a focus on predicate offenses such as theft or fraud...

Consultation on Draft IDW auditing standard on formal audit of disclosures on women's quota

The draft of the IDW EPS 351 Auditing Standards regulates the requirements that the auditor must observe when formally auditing the disclosures on the women's quota. These disclosures are part of the corporate governance statement...

Regulating costs for shareholder communication and identification in line with the future (in German)

The ARUG II reformed the processes of shareholder communication and shareholder identification. A new cost regulation that adequately manages the reimbursement of expenses incurred by intermediaries would have great added value for all...

Efficient capital markets - more ambition needed for EU Listing Act

One thing must be clear to all of us: An efficient capital market is an essential prerequisite for meeting future challenges such as digitization and the fight against climate change. Such a capital market enables the financing of...

Voting advisor ISS must take into account new legislation on virtual general meeting

Deutsches Aktieninstitut requests that the voting advisor ISS adjust its voting recommendations to take appropriate account of the new German legislation on virtual general meetings. The legislator has created a virtual general meeting...

Position on the Draft Revisions to the G20/OECD Principles of Corporate Governance

The OECD has consulted a draft of its G20/OECD Principles of Corporate Governance. The final document is scheduled to be adopted by the OECD Corporate Governance Committee in March 2023, approved by the OECD Council of Ministers (MCM)...

Position on the EU Commission’s draft Guidelines on the standardised presentation of the remuneration report

On September 29, the EU Commission discussed the draft of the Guidelines on the standardized presentation of a remuneration report under Directive EU 2017/828 with the Company Law Expert Group it had set up. Deutsches Aktieninstitut...

Second Franco-German Corporate Executives and Institutional Investors’ Forum

Considering current geopolitical and global economic developments, the presidents of Afep (Association française des entreprises privées) and Deutsches Aktieninstitut underline the crucial importance of the Franco-German cooperation on...

Kurvenlage - Semi-Annual Report, First term 2022, Focus: Corporate Governance (in German)

Open future of the virtual AGM (in German)

Today, the Bundestag will pass the law on the introduction of virtual general meetings. The government draft has been further developed in some points. The next AGM season will show whether the law passes the practical test. Deutsches...

Draft law for virtual AGMs fails at the public hearing within the German Bundestag (in German)

The hearing of experts on the introduction of virtual general meetings took place today in the Legal Affairs Committee of the German Bundestag. It once again made clear that the draft law on the introduction of virtual general meetings...

Capital Online: An Annual General Meeting is not a Zoom Conference

The government draft on the virtual general meeting (AGM) is far from what is practicable and in the interest of shareholders and companies. As a result, the government draft on the virtual AGM shifts all the deficits of the...

Using the opportunities of virtual AGMs

The German government would like to establish the virtual general meeting permanently. The Bundestag is currently debating a corresponding bill of the government factions. However, it needs to be improved in a number of areas,...

Re-sharpen the implementation of the cross-border conversions, mergers and divisions Directive

With its draft bill, the Federal Ministry of Justice is transposing the EU of the cross-border conversions, mergers and divisions Directive into national law.

We welcome the draft in general. It rightly makes it possible for...

Frankfurter Allgemeine Zeitung: Saving the virtual AGM (in German)

The government draft on the virtual general meeting follows the idea of transferring the analogue general meeting one-to-one into the digital world, criticises Dr Christine Bortenlänger. However, when anchoring the virtual AGM as an...

Virtual Annual General Meetings: Missing the practical mark - revision urgently needed! (in German)

The draft law on the introduction of virtual general meetings introduced by the Federal Cabinet does not stand up to a practical test and urgently needs to be improved, demand the Deutsches Aktieninstitut together with BDI, Bitkom,...

Government draft on the introduction of virtual general meetings: Missing the mark in practice - revision urgently needed! (in German)

At the end of April, the German government introduced its draft law on the introduction of virtual general meetings. However, this does not stand up to a practical test and urgently needs to be improved. This is what we are demanding...

BOARD: Designing legal regulations for virtual general meetings in a sensible way (in German)

The legislator has presented a draft bill on the introduction of virtual AGMs of public listed companies, with which the government wants to create a seamless transition in time from the regulations on virtual general meetings under...

Draft on virtual AGM creates legal uncertainty (in German)

The German Federal Cabinet today approved the draft law on the introduction of virtual AGMs. The Corona pandemic has shown how important it is for companies to be able to hold general meetings virtually in times of crisis. However, the...

Companies well advanced in the transformation process towards sustainability (in German)

The topic of sustainability with its facets of environment, social issues and corporate governance is increasingly influencing our lives. Companies have to face the growing societal expectations, but also laws and regulations in this...

Acceptance of the virtual general meeting increases (in German)

Echtgeld.tv (Youtube): Discussion on the virtual AGM (in German)

On the occasion of the draft bill of the Federal Ministry of Justice on the virtual general meeting, Dr Christine Bortenlänger talks to the Youtube hosts Tobias Kramer and Christian W. Röhl about the planned regulations. The central...

ESG has arrived in the companies (in German)

Sustainability, with its facets of environmental, social and governance (ESG) has reached the everyday life of listed companies. The shift towards sustainable management has left the strategic level and is influencing the business...

Companies in the transformation process (in German)

Where do German listed companies stand in the transformation process towards a sustainable economy? We explored this question with the law firm Hengeler Mueller in the joint study "Companies in the Transformation Process - Challenges...

Enabling virtual AGMs with selective adjustments

We expressly welcome the draft bill of the Federal Ministry of Justice for a law to introduce virtual general meetings of public limited companies. It guarantees shareholders' rights - in a different way than in the presence general...

Sustainability issues appear too early for the Corporate Governance Code

In the context of the consultation of the German Corporate Governance Code 2022, the draft contains many good approaches to more sustainable corporate governance. However, many legislative projects are currently underway at German and...

Existing regulation already guarantees high quality corporate reporting

In our response to the EU consultation on the quality of financial reporting, we show that neither effectiveness nor efficiency will be improved by any additional regulatory steps in corporate reporting. The EU legislation on corporate...

Audit Committee Quarterly: Audit quality assessment requires structured discussion in the audit committee (in German)

In future, audit committees will have to deal with the quality of the audit. How this is to be assessed, however, is left open by the legislator. Audit quality indicators are an appropriate means of assessment, as the Deutsches...

HV-Magazin: Covid AGM remains - On to the next round! (in German)

In his contribution, Dr Franz-Josef Leven welcomes the fact that the legislator has extended the virtual general meeting until the end of August 2022. The extension of the COVID law was necessary because it is not foreseeable whether...

Modernisation of the General Assembly needed (in German)

Corona has made us realise that the Annual General Meeting needs to be modernised. This is not just a matter of anchoring the virtual General Meeting in the Stock Corporation Act as an equivalent alternative to the General Meeting with...

Going Public: Modernisation of the Annual General Meeting is overdue

Digitalisation makes it possible for shareholders to attend shareholder meetings of German companies from anywhere in the world. To ensure that companies can continue to use the virtual format, politicians must address the reform of...

Audit Committee Quarterly extra: Sustainable Corporate Governance - Is the environment "in itself" a stakeholder of the company? (in German)

Within the framework of Sustainable Corporate Governance, the EU Commission plans to oblige corporate bodies to pursue a sustainability strategy and to balance the interests of all stakeholders in their decisions. In her contribution,...

Cautious sustainable corporate governance needed (in German)

The EU Commission plans that companies should pay more attention than ever to their environment and stakeholders in the interest of sustainability. A new federal government must urgently push for more common sense in this discussion.

...

Going Public: Prudent Sustainable Corporate Governance Necessary (in German)

The EU Commission is proposing that companies should be obliged to balance the interests of all their stakeholders. However, such a general obligation will not lead to companies being managed more sustainably, criticises Dr. Cordula...

No successful BaFin reform without a reform of its financing! (in German)

As a result of the Wirecard case, a reform of the Federal Financial Supervisory Authority (BaFin) is on the agenda. The Balance sheet control is to be reorganized and transferred from the German Financial Reporting Enforcement Panel....

Going Public: No successful BaFin reform without reform of its financing! (in German)

In the wake of the Wirecard affair, a reform of the German Federal Financial Supervisory Authority (BaFin) is pending. The Balance sheet control is to be reorganised and removed from the German Financial Reporting Enforcement Panel....

Lex Wirecard (in German)

Almost exactly one year to the day after Wirecard's bankruptcy, the "Gesetz zur Stärkung der FInanzmarktintegrität" (FISG) comes into force, with which the legislator wants to prevent cases like Wirecard in the future. The legislator...

Der Konzern: Assessment of audit quality by the audit committee - Effective quality improvement or toothless paper tiger? (in German)

Jan Bremer, Head of the Legal Department, Nico Zimmermann, Capital Market Law and Corporate Governance Officer, Deutsches Aktieninstitut, and Prof. Dr. Franca Ruhwedel, Rhine-Waal University of Applied Sciences, present the key...

Assuring the quality of the statutory audit - recommendations from practice (in German)

Industry knowledge, professional experience and tone from the top play a key role in audit quality. This is shown by the study published today by Deutsches Aktieninstitut "Audit Quality Indicators & Beyond", which looks at the topic of...

Audit Quality Indicators & Beyond – A survey of auditors, audit committee members and chief financial officers on the audit committee's assessment of audit quality (in German)

A reliable audit is in the interest of all stakeholders. The Wirecard case has once again brought the discussion on audit quality into sharper focus. Due to the importance of the topic, we have investigated the question of how the...

The Annual General Meeting of the future is (also) virtual (in German)

For 150 years, shareholders and management met physically at face-to-face AGMs. Then Corona appeared, and the virtual AGM replaced the face-to-face meeting overnight. The discussion about the greater use of digital opportunities has...

BOARD: Reform of the Annual General Meeting to be tackled before the Bundestag elections

The general meeting of the future must be made fit for the future, state Dr Christine Bortenlänger and Sven Erwin Hemeling. This requires a legal framework that safeguards investor rights and at the same time creates legal certainty...

No compulsory shareholder identification (in German)

According to the plans of the federal government, listed companies are to be obliged under tax legislation to carry out a shareholder query on the day of the general meeting in order to transmit the resulting data to the Federal...

Wirecard legislation: two-tier balance sheet control must remain (in German)

A new law is intended to restore confidence in Germany as a financial centre following the Wirecard scandal. In the Finance Committee of the Bundestag, our colleague, Dr Gerrit Fey, represented the position of capital market-oriented...

Frankfurter Allgemeine Zeitung: Well meant! Well done?

The President of Deutsches Aktieninstitut, Dr Hans-Ulrich Engel, subjects the newly adopted "Finanzmarktintegritätsstärkungsgesetz" to a practical check. He describes the risks of short rotation periods, calls for advisory services not...

Börsen-Zeitung: Financial market integrity - Not at the expense of compliant companies!

With the recently discussed Financial Market Integrity Strengthening Act (Finanzmarktintegritätsstärkungsgesetz), the political processing of the Wirecard case is entering the decisive phase. In her contribution, Dr Christine...

HV conference wrap-up: "Controlled experimentation" (in German)

Hardly any other topic is currently stirring up more emotions among the stakeholders of the capital market than the question of how to proceed with the annual general meeting in the future. Our conference "Annual General Meeting Today...

HV-Magazin: Legal uncertainty at an unseasonable time

The short-term rule changes for the virtual general meeting at the end of 2020 have led to uncertainty among companies, especially with regard to the newly introduced right to ask questions. According to Dr Franz-Josef Leven, it would...

Der Aufsichtsrat: The future of shareholder meetings - Updates are needed

The traditional general meeting needs an update. Dr Christine Bortenlänger and Sven Erwin Hemeling outline in their article how the general meeting can be further developed so that companies can hold physical and virtual general...

Virtual Annual General Meetings 2020 - Review and Outlook (in German)

How has the 2020 virtual AGM proved itself? What can companies learn from last year's experience? And what makes a good virtual AGM in the first place?

In our study, CFOs, AGM service providers, shareholder representatives and...

Audit Committee Quarterly: Wirecard legislation - Avoiding negative consequences for law-abiding companies

With the draft of a law to strengthen financial market integrity (FISG), it is becoming apparent what regulatory consequences can be expected after the Wirecard case. In their article for the Audit Committee Quarterly, Dr Christine...

Kurvenlage - Semi-Annual Report, First Term 2020, Focus: Crisis and Chance (in German)

SE companies need more flexibility

Companies with their legal statute of a Societas Europaea (SE) are currently required to hold their general meetings within the first six months following the end of the previous financial year. However, the corona pandemic with social...

General Meetings without compulsory attendance become possible (in German)

Deutsches Aktieninstitut welcomes the draft on the General Meeting without the shareholders’ personal attendance. Due to the lack of the necessary infrastructure, the possibility to ask questions during the online General Meeting must...

Corona: Deutsches Aktieninstitut requests emergency parliamentary act for the benefit of listed companies (in German)

Governmental orders to ban public assemblies and to curtail public life in order to prevent the spread of the corona-virus largely affect the general assemblies of listed companies in the current season. In order to maintain the...

At times of Corona: General meetings without compulsory attendance required (in German)

The bans and restrictions on events in response to the corona pandemic make it extremely difficult for companies to hold general meetings as face-to-face events. In a position paper published today, Deutsches Aktieninstitut therefore...

A shareholders' meeting is no soccer match (in German)

With a view to the beginning of the annual general meeting season, Deutsches Aktieninstitut is calling for individual case examinations to be permitted at annual general meetings. Companies that are legally obliged to hold...

Stricter liability of the Management Board is to be rejected (In German)

The AFD parliamentary group wants to reform §148 AktG in order to make it easier to make the Executive Board of private companies easier liable. Deutsches Aktieninstitut sees no reason to tighten the current law. On the contrary, it...

Revision of the German Corporate Governance Code (in German)

Deutsches Aktieninstitut has commented on the revision of the German Corporate Governance Code proposed by Regierungskommission Deutscher Corporate Governance Kodex. The determination of independence of Supervisory Board members by...

Proposal for the fourth amendment of the German Reorganization of Companies Act (UmwG) (in German)

Deutsches Aktieninstitut welcomes the proposal to give companies with British legal forms the possibility to reorganize safely into a German legal form. Expanding the scope of application for cross-border mergers to allow foreign...

Deutsches Aktieninstitut Warns of Imbalanced Legislation for EU Representative Action

Deutsches Aktieninstitut fears that the EU Commission’s legislative proposal on representative actions will – if adopted unchanged – create more problems than it will solve. The level of safeguards against abusive litigation remains...

Proposals for the Revision of the German Corporate Governance Codex (in German)

Deutsches Aktieninstitut takes a position to the indicated structural changes of the German Corporate Governance Codex and makes content-related suggestions for said revision of the Codex. From the perspective of Deutsches...

German Federal Government's Draft of a Civil Proceedings Model Case Act (in German)

In its comments on the German Federal Government's draft of a civil proceedings model case act, Deutsches Aktieninstitut calls for the adoption of stricter rules assessing the admission-procedure of claims in order to prevent abusive...

Whistleblower Protection does not Require EU Regulatory Action

In its short position on the occasion of the EU Commission’s public consultation on whistleblower protection, Deutsches Aktieninstituts supports the implementation of well-balanced protection mechanisms into the compliance management...

No Audit Obligation of the Supervisory Board! - Transposition of European CSR-Directive to Be Finalized (In German)

Deutsches Aktieninstitut welcomes the objective of the government draft bill for a ‘one to one’-transposition of the European CSR Directive into German law. This intention should be pursued in an even more consistent manner. From the...

Guiding Principles for the Dialogue between Investor and Supervisory Board (In German)

Deutsches Aktieninstitut supports the new guiding principles for the dialogue between investors and supervisory board published today by the initiative “Developing Shareholder Communication”.

Kurvenlage - Semi-Annual Report, First Term 2015, Focus: 50 years German stock corporation law (in German)

Board of Deutsches Aktieninstitut Confirms Werner Bauman as President (in German)

At its constitutive meeting the newly elected board of Deutsches Aktieninstitut unanimously confirmed Werner Baumann, Chief Strategy and Portfolio Officer of Bayer AG, as President of Deutsches Aktieninstitut.

Kurvenlage - Semi-Annual Report, First Term 2014, Focus: Europe has voted (in German)

Deutsches Aktieninstitut will provide the office of the Commission German Corporate Governance Code (in German)

In today's general meeting the members of Deutsches Aktieninstitut decided to provide the office of the Commission German Corporate Governance Code in the future. As an instrument of self-regulation the German Corporate Governance Code...

Deutsches Aktieninstitut is going to become the office for the Government Commission of the German Corporate Governance Code (in German)