Recent developments in German corporate governance

This paper provides an overview of the German corporate governance system. We review the governance role of large shareholders, creditors, the product market and the supervisory board. We also discuss the importance of mergers and acquisitions, the market in block trades, and the lack of a hostile takeover market. Given that Germany is often referred to as a bank-based economy, we pay particular attention to the role of the universal banks (Hausbanken). We show that the German system is characterised by a market for partial corporate control, large shareholders and bank/creditor monitoring, a two-tier (management and supervisory) board with co-determination between shareholders and employees on the supervisory board, a disciplinary product–market, and corporate governance regulation largely based on EU directives but with deep roots in the German codes and legal doctrine. Another important feature of the German system is its corporate governance efficiency criterion which is focused on the maximisation of stakeholder value rather than shareholder value. However, the German corporate governance system has experienced many important changes over the last decade. First, the relationship between ownership or control concentration and profitability has changed over time. Second, the pay-for-performance relation is influenced by large shareholder control: in firms with controlling blockholders and when a universal bank is simultaneously an equity- and debtholder, the pay-for-performance relation is lower than in widely held firms or blockholder-controlled firms. Third, since 1995 several major regulatory initiatives (including voluntary codes) have increased transparency and accountability.     

Leading Cases from Chinese Courts

An enterprise with qualification of legal person which has beenapproved and registered by the competent state authority shallindependently bear its civil liabilities in accordance withlaw. In order to determine whether the organization that hasset up the enterprise should bear civil liabilities for thedebt of the enterprise, thorough examinations should be carriedout on the investment to the enterprise by the organizationand on whether there are circumstances in which the organizationwithdraws the registered capital of the enterprise or maliciouslytransfer the property of the enterprise. If the organizationhas no fault in the abovementioned aspects, it shall not bearjoint liability for the debts of the enterprise.     

从宪法角度看社会行动者对国家决定的影响

本文在通过分析社会、国家决定和宪法立法的概念,通过德国法学思想区分国家和社会两个概念的历史,在当代德国宪法确立的国家和社会相分离的基础上,讨论了社会行动者对国家立法、行政、司法三方面决定的影响,着重从规范和政治评价的角度,分析了与这些影响密切相关的机会和风险,表明宪法在维持机会和风险之间平衡具有不可或缺的地位。本文作者希望德国的经验对中国建设法治国家有所帮助。