Systemwandel und Systembrüche im Gesellschaftsrecht

Abstract

Before identifying changes or disruptions of a system, we need to define the system. Stefan Grundmann’s research pioneered such systematic thinking in a European and international context. The rather abstract concept of “investor ownership”, common to corporations, includes attributions of ownership besides different or conflicting shareholder interests. “Shareholder primacy” is mostly a business judgment issue. Changes in corporate law increasingly introduce general social policy, e.g., gender quotas or CSR goals. Legislation is moving from disclosure to incentives to substantive regulation which sometimes disrupts the corporate legal system. The general board structures are not controversial but responsibilities are shifting towards compliance and risk management. Accountancy includes more management reports and disclosures beyond financial accounting. That also changes the role of audits and auditors. Group accounts gain in importance, sometimes beyond their reasonable function. A definite interference with systematic corporate thinking is an underdefined treatment of corporate groups as a homogenous entity. More careful calibration is needed here. Corporate law, commonalities in corporate law, investor ownership, corporate social responsibility, disclosure, regulation, compliance, accounting, corporate groups