Family Firms and Closed Companies in Germany and Spain (Beitrage Zum Auslandischen Und Internationalen Privatrecht) (German Edition)

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.InhaltsübersichtHolger 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 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.InhaltsübersichtHolger 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 In der Rechtswissenschaft erhalten Familienunternehmen und geschlossene Unternehmen langsam, aber stetig mehr Aufmerksamkeit. Der Band nimmt eine Bestandsaufnahme des aktuellen Forschungsstandes in diesem Bereich vor und zeigt vielversprechende Wege für die zukünftige Forschung auf. Elf Beiträge untersuchen typische Probleme, die in beiden Unternehmensformen auftreten, und vergleichen die rechtlichen Ansätze in Deutschland und Spanien.Survey of contentsHolger 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 Cover Title Preface Contents Abbreviations 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 Contributors An introduction to law and management of family firms / Holger Fleischer Setting the scene. Family firms and closed companies in Spain / Paula del Val Talens, Miguel Gimeno Ribes Abide or Leave. Withdrawal right for retention of profits, close family companies and rule of law / F. Javier Arias Varona Excessive retention of profits and minority protection. A German perspective / Jennifer Trinks Abuse by majority shareholders as a ground for challenging general meeting resolutions / Ascensión Gallego Córcoles Shareholder control over executive pay / Fernando Marín de la Bárcena The duty to honor a shareholders' agreement as an ancillary obligation in the articles of the company / David Pérez Millán Shareholders' agreements in family firms and closed corporations / Sebastian Mock Related party transactions in non-listed companies. The limited effectiveness of ex ante control / Nuria Latorre Chiner The significance of the business judgement rule in closed companies / Andrés Recalde Castells Business judgment rule in closed and family companies / Gerald Spindler, Andreas Seidel.