Commentary on Directors' Duties
The commentary on the directors’ duties (Section 93 of the German Stock Corporation Act, concerning the members of the management board) has been newly composed and considers the code as of January 1, 1999 inclusive of the Act on Control and Transparency in Enterprises [Gesetz zur Kontrolle und Transparenz im Unternehmensbereich, KonTraG]). The international debate on corporate governance has been taken into account with regards to the liability of corporate directors. The same applies to the landmark ARAG/Garmenbeck-decision of the German Federal Supreme Court, dealing with the enforceability of the management’s liability by the supervisory board. More than other publications, the commentary makes use of similar liability problems in closely held companies (Gesellschaft mit beschränktere Haftung, GmbH) and the liability regimes in other jurisdictions, which mostly operate under a one-tier board structure (Verwaltungsrat).