Stimmenmehrheit unter Verdacht: Wege und Irrwege im aktienrechtlichen Minderheitenschutz

Recent developments in the area of corporation law ­indicate a dichotomy between calls for more “shareholder democracy” and an increasing suspicion about “shareholders’ majority decisions”. Corporations have to date been governed following the model of “subjection of the minority to the majority”, with the steady approval of the courts. This guiding principle, which is at the core of a functioning corporation capable to take decisions efficiently, is, of course, always subject to each shareholder’s right to ask for a court’s verification of the legitimacy of the majority decision or a court-­ordered “emergency exit” or other remedies grantable on grounds of minority abuse.

Lately, the legitimating power of a decision taken by a majority vote of shareholders has been questioned from several angles. Firstly, a trend to cast increasing suspicion on the majority of votes can be observed, influenced clearly by a certain tendency of American legal doctrine. In public…