Journal ArticleDOI
Protection of Minority Shareholders, Investors and Creditors in Corporate Groups: the Strengths and Weaknesses of German Corporate Group Law
TLDR
German corporate group law (or rather, to be more precise, the German Recht der verbundenen Unternehmen, i.e., the law of affiliated companies, §§ 15 ff., 291 ff. as mentioned in this paper ) owes its existence to special concerns of the German legislature at the end of the 1950s and the beginning of the 1960s regarding the ability to protect the interests of outsiders in group-dependent marketable share companies.Citations
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Blinded by ‘Fairness’: Why We Need (Strong) Procedural Safeguards in Screening Self-Dealing and Obtaining a Fair Price Is Not the Answer
TL;DR: In this article , the authors argue that the behavioral insights derived from studies by behavioral economists and psychologists suggest that a legal regime that solely depends on the court review of substantive merits of RPTs without any (strong) procedural safeguard may fail to create a robust regime against value diversion.
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The Case Against a Special Regime for Intragroup Transactions
Viral V. Acharya,Ryan Thibodeau +1 more
TL;DR: In this article , the authors conduct a qualitative costbenefit analysis of the special regime, focusing on the European Model Companies Act's rules on intragroup transactions and show that this special regime substantially reduces minority shareholders protection against tunnelling, by making it much harder for minority shareholders to recover damages from controllers' unfair self-dealing.
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Der materielle Gesellschafterschutz: Abfindung und Spruchverfahren
TL;DR: In this paper, the authors propose a Protokollwiderspruch bei selbständigen Unternehmen, which is used in a variety of situations, e.g., anfechtungsbeschränkung, verzinsung barer Zuzahlungen, and bestellung gemeinsamer Vertreter für außenstehende Anteilsinhaber.