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15 - Shareholder Engagement in Germany

from Part III - Europe

Published online by Cambridge University Press:  10 September 2022

By
Florian Möslein  and
Christopher Rennig
Edited by
Harpreet Kaur ,
Chao Xi ,
Christoph Van der Elst  and
Anne Lafarre
Harpreet Kaur
Affiliation:
National Law University Delhi
Chao Xi
Affiliation:
The Chinese University of Hong Kong
Christoph Van der Elst
Affiliation:
Tilburg University, The Netherlands
Anne Lafarre
Affiliation:
Tilburg University, The Netherlands
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Summary

In our paper, we survey the corporate landscape regarding shareholder engagement in Germany. We identify two main factors that constrain the possibilities of shareholders to engage in their company’s business decisions. The first factor concerns the legal design of the Aktiengesellschaft (AG) and in particular its two-tier board structure. A second factor concerns restrictions of shareholders’ involvement in the management of companies, especially when employees have a say in business affairs, due to the German co-determination rules. Empirically, shareholder opposition against management decisions plays a traditionally minor role. However, recent events like the dismissal of the managements’ discharge by the shareholders of Bayer in 2019 raise the question whether a new period of ‘shareholder activism’ is just about to begin. Recent developments rooting in the COVID-19-pandemic may well contribute to that transformation.

Keywords

Shareholder engagementGermanyAktiengesellschafttwo-tier boardgeneral meetingCOVID-19
Type
Chapter
Information
The Cambridge Handbook of Shareholder Engagement and Voting , pp. 308 - 329
Publisher: Cambridge University Press
Print publication year: 2022

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