Stock Corporation Law

Our lawyers at MTR Rechtsanwälte advise companies, executive boards, supervisory boards and shareholders on a range of issues from establishing a stock corporation to initiating or fending off shareholder lawsuits.

Our services include:

• Establishing a German stock corporation (Aktiengesellschaft AG)
• Advising executive boards and supervisory boards
• Advising shareholders
• Initiating or fending off shareholder lawsuits
• Advising on insider trading and information that needs to be reported

An Aktiengesellschaft (AG for short) is required to have an executive board, supervisory board and annual general meeting. As the body that represents the shareholders, the annual general meeting, in addition to facilitating communication between the executive board, supervisory board and shareholders, is primarily responsible for passing resolutions.

Executive board

The executive board of an AG acts autonomously and is not bound by instructions issued by the supervisory board or the annual general meeting (shareholders). This gives the executive board a great deal of room for manoeuvre but also a large number of obligations. In particular, it is possible for the executive board to render itself personally liable as a result of ordinary negligence. The lawyers at MTR Rechtsanwälte provide AG executive boards with advice on matters pertaining to, inter alia:

• D&O liability,
• Taking out a D&O insurance policy,
• Setting up a compliance management system.

Supervisory board

The supervisory board’s main responsibility is to monitor the executive board. It appoints, convenes and advises the executive board. However, it is subject to similar liability as in the case of the executive board. Our lawyers at MTR Rechtsanwälte can advise on issues of liability and insurance as well as when taking preventative measures.

Shareholders

The shareholders generally exercise their rights in the annual general meeting. A distinction is made between property rights (dividends, subscription rights) and administrative rights (voting and information access rights).

Each share entitles the owner to one vote with which it can participate in the resolutions of the annual general meeting as well as propose the inclusion of additional agenda items or, as the case may be, put forward counterproposals to the resolutions suggested by the executive board and supervisory board. Furthermore, it can request special audits and challenge resolutions of the annual general meeting.

Stock corporations are obligated to immediately publish significant capital market information. If they fail to comply with this obligation, the shareholders can assert claims for damages. The lawyers at MTR Rechtsanwälte provide advice and support when

• Enforcing shareholder rights
• Asserting shareholder lawsuits
• Preparing, reviewing and, where appropriate, challenging resolutions of the annual general meeting.