The Law of Business Organizations A Concise Overview of German Corpo
This book gives a concise introduction to the German law of business organizations. After outlining the corporate legal framework within Germany, the book addresses some basic issues of international and European business law, such as the law applicable t
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Martin Schulz • Oliver Wasmeier
The Law of Business Organizations A Concise Overview of German Corporate Law
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Prof. Dr. Martin Schulz, LL.M. (Yale) GGS German Graduate School of Management and Law Bildungscampus 2 74072 Heilbronn Germany [email protected]
Oliver Wasmeier Karl-F. Böhringerstr. 12 79595 Rümmingen Germany [email protected]
ISBN 978-3-642-17792-7 e-ISBN 978-3-642-17793-4 DOI 10.1007/978-3-642-17793-4 Springer Heidelberg Dordrecht London New York Library of Congress Control Number: 2011942141 © Springer-Verlag Berlin Heidelberg 2012 This work is subject to copyright. All rights are reserved, whether the whole or part of the material is concerned, specifically the rights of translation, reprinting, reuse of illustrations, recitation, broadcasting, reproduction on microfilm or in any other way, and storage in data banks. Duplication of this publication or parts thereof is permitted only under the provisions of the German Copyright Law of September 9, 1965, in its current version, and permission for use must always be obtained from Springer. Violations are liable to prosecution under the German Copyright Law. The use of general descriptive names, registered names, trademarks, etc. in this publication does not imply, even in the absence of a specific statement, that such names are exempt from the relevant protective laws and regulations and therefore free for general use. Printed on acid-free paper Springer is part of Springer Science+Business Media (www.springer.com)
Preface
This book provides a concise overview of the relevant legal framework governing German business organizations. Thus, our book is neither meant to be fully comprehensive in scope, nor can it substitute the advice and guidance of qualified attorneys and tax advisors in individual cases. Rather, this book is intended to provide the reader with a basic introduction into some key aspects of German business law in general, and of German corporate law in particular. Our goal is to help business practitioners and international students to familiarize themselves with the general framework and the characteristic features of German corporate law. The first chapter provides an introduction into the economic background and general aspects of conducting business in Germany. To this purpose we present some characteristic features of the German legal system, outline the legal framework, and give an overview of typical forms of business organizations. The next two chapters focus, in particular, on the German stock corporation ( Aktiengesellschaft, AG ) and the German limited liability company ( Gesellschaft mit beschränkter Haftung, GmbH ) as the most popular and widespread German corporate forms. Using these corporate forms as an example, we then look at some persistent corporate law issues such as capitalization requirements, managerial duties, shareholders’ liability and employees’ participation rights. Furthermore, we illustrate the process of designing a GmbH’s articles of associations to the benefit of the shareholders a
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