Our topics
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...
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) in...
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...
Thematic Focus: Corporate Governance
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 traditional...
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, including...
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...
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...
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 in...
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 the...
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...
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...
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...
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 and...
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...
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...
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...
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...
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...
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...
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 the...
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, Dr...
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.
Wo...
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...
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. The...
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. The...
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...
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 findings...
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...
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...
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 made...
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 for...
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 Central...
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...
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...
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...
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...
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...
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 meetings...
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...
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...
Themenschwerpunkt: Krise und Chance
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...
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 be...
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...
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...
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 shareholders'...
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...
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...
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 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 far...
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...
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...
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...
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...
Deutsches Aktieninstitut supports the new guiding principles for the dialogue between investors and supervisory board published today by the initiative “Developing Shareholder Communication”.
Focus: 50 years German stock corporation law
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.
Focus: Europe has voted
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...