Direkt zum Inhalt

From the magazine SZW-RSDA 3/2019 | S. 286-300 The following page is 286

Transparenz von Aktionärbindungsverträgen und Gesellschafte­r­bindungsverträgen in Kapitalgesellschaften

Zur Grundsatzfrage und einer möglichen Umsetzungsstrategie

A shareholders’ or members’ agreement is a contract concluded by some or all shareholders or members of a company, eventually with the involvement of the company itself, in order to arrange their legal position complementary to or differing from the relevant company law framework. Although dogmatically diverging, the contractual provisions and company law norms often form a unity. However, shareholders’ and members’ agreements, other than the articles of incorporation, which are publically accessible, are generally not accessible by non-contracting parties. It is therefore fair to say that such agreements in some sense represent the «dark side of the moon». Given their practical importance, it is still astonishing that the rules and regulations on acting in concert pursuant to company and capital market law often do not capture the existence and content of such agreements.

This article addresses the research question whether shareholders’ and members’ agreements should be…

[…]