Commentary on the Law of the Supervisory Board
The commentary on the German law of the supervisory board (Sections 95-116 German Stock Corporation Act, 1.450 pages) has been newly composed and is current through October 1, 2005. The Act on Corporate Integrity and Modernization of the Right of Avoidance (Gesetz zur Unternehmensintegrität und Modernisierung des Anfechtungsrechts, UMAG, vom 22. September 2005), which introduced the German business jugdment rule and is also of relevance for the liability of the members of the supervisory board, has already been considered. Given its paramount importance for the supervisory board, full consideration is given to the discussion surrounding international and interdisciplinary corporate governance, a debate which has grown internationally and in Germany subsequent to the 1999 publication of the last commentary on directors’ duties in the management board. The corporate governance debate and the German Corporate Governance Code (as of June 2, 2005) are included as far as the supervisory board is concerned. The Societas Europaea receives special treatment in those instances where its supervisory board (two-tier structure) or its board of directors (one-tier structure) could be affected by the German Corporate Governance Code. As reflecting current corporate practice, a last chapter in the commentary deals with international private law, European law and foreign law. To the extent possible within such a commentary, important foreign jurisdictions are also considered, mostly regarding experiences with one-tier boards (Verwaltungsrat), but also in respect of legal practice and economic insight.