Corporate Governance

Corporate Governance

Einhaus Selter lawyers advise and represent their clients in corporate law matters with a focus on corporate governance, the framework for the management of a company.

Thus we accompany directors, members of the management as well as of the supervisory board, people who manage the company as well as people who supervise the management and the managers.

The legal framework for the management of the company contains various laws, regulatory rules and court decisions. Not only corporate law but also supervisory law (German Banking Act (KWG), German Insurance Supervision Act (VAG), Regulation of Remuneration of Bank Employees and Bank Managers (InstitutsVergV), Minimum Supervisory Requirements to Risk Management (MaRisk), Minimum Supervisory Requirements to Compliance (MaComp) and others), law of capital markets (German Securities Trading Act (WpHG), German Securities Acquisition and Takeover Act (WpÜG) and others), insolvency law (German Insolvency Act (InsO), German Limited Liability Companies Act (GmbHG), German Stock Corporation Act (AktG) and others), law of corporate rights of co-determination (German Codetermination Act (MitbestG), One-Third-Participation Act (DrittelbG), Coal, Iron and Steel Codetermination Act (MontanmitbestG) and others), group law as well as general contract law are included.

In the recent years, the requirements placed on the managers and the supervisors of companies have increased steadily. This development affects the general corporate law as well as the specific requirements for companies whose stocks or bonds are traded on regulatory markets, for example the extended criteria for the remuneration of board members by the Act on the Adequacy of the Management Board’s Compensation (VorstAG). In addition, there are a lot of recommendations of the German Corporate Governance Code (DCGK) to stock corporations listed which have either to declare that the company has and will comply with the recommendations or to declare which recommendations were or will not be applied and why (so-called Declaration of Conformity). Probably, the largest number of new requirements has been observed in special laws for insurances, banks and financial services institutes. Since the beginning of 2014 the supervisory boards of these institutes have to set up mandatory committees if there is a sufficient number of board members.