Family Firms and Closed Companies in Germany and Spain

Edited by Holger Fleischer, Andrés Recalde, and Gerald Spindler

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ISBN 978-3-16-159823-4
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Family firms and closed companies are slowly, but steadily receiving more attention among legal scholars. This volume takes stock of the current state of research in this area and explores promising avenues for future research. Eleven contributions examine typical problems that arise in both types of business organization by comparing the legal approaches in Germany and Spain.
Family firms and closed companies are the most widespread form of business organization in Germany and Spain. As a field of comparative research, however, they have long been neglected. This volume puts them in the legal limelight. Eleven contributions explore typical legal problems with which courts, legal scholars and practitioners struggle in this area. These include majority/minority conflicts over retention of profits, executive compensation and other related party transactions. Particular attention is also paid to shareholder agreements which often contain a second layer of regulation in addition to the articles of association.
Holger Fleischer: An Introduction to Law and Management of Family Firms – Paula del Val Talens / Miguel Gimeno Ribes: Setting the Scene. Family Firms and Closed Companies in Spain – F. Javier Arias Varona: Abide or Leave. Withdrawal Right for Retention of Profits, Close Family Companies and Rule of Law – Jennifer Trinks: Excessive Retention of Profits and Minority Protection. A German Perspective – Ascensión Gallego Córcoles: Abuse by Majority Shareholders as a Ground for Challenging General Meeting Resolutions – Fernando Marín de la Bárcena: Shareholder Control over Executive Pay – David Pérez Millán: The Duty to Honor a Shareholders' Agreement as an Ancillary Obligation in the Articles of the Company – Sebastian Mock: Shareholders' Agreements in Family Firms and Closed Corporations – Nuria Latorre Chiner: Related Party Transactions in Non-Listed Companies. The Limited Effectiveness of Ex Ante Control – Andrés Recalde Castells: The Significance of the Business Judgement Rule in Closed Companies – Gerald Spindler / Andreas Seidel: Business Judgment Rule in Closed and Family Companies

Holger Fleischer is Director at the Max Planck Institute for Comparative and International Private Law in Hamburg.

Andrés Recalde is professor at the faculty of law at the Universidad Autónoma de Madrid.

Gerald Spindler is professor at the Department of Civil Law, Commercial and Economic Law, Comparative Law, Multimedia and Telecommunication Law at the university of Göttingen.


Folgende Rezensionen sind bekannt:

In: Banca, borsa et titoli di credito — 74 (2021), 654–658 (Peter Agstner)