Corporate Governance and Company Law Reform: a German perspective

Abstract

Corporate crises and international trends in corporate governance have revealed the need for reform, and resulted in a great number of changes in corporate law. In spite of this, the existing legal framework for corporate governance in Germany presents itself reluctant to major changes. The German approach to reform has focused on the improvement of corporate monitoring by the supervisory board. It neither questions the two-tier structure, nor does it reconsider the existing representation of shareholders or other stakeholders under the current form of co-determination. The German Corporate Governance Code represents a new instrument of soft law and its recommendations are likely argued to improve the work of the supervisory board by providing detailed guidelines for corporate decision-making that express a generally accepted standard of best practice.