Anna SeipeltAktienrechtliche Elemente in der Gläubigerversammlung nach dem Schuldverschreibungsgesetz

About this book deutschenglish

The paper deals with the protection of minorities in the 2009 Debenture Bond Act and compares it with the norms of stock corporation law. In this area, the reform of the Bond Act has at times been closely aligned with stock corporation law, which should ensure alignment with international standards. This immediately raises the question as to whether a different solution is required in bond law due to differing interests or whether the law of the creditors’ meeting can confidently be based on the standards of stock corporation law and interpreted in accordance with them.

The original version of the Bond Act dates back to 1899. Since it was structured differently in its considerations on the protection of minorities than is the case under the reformed law, the principles of the old law were also used for the processing and compared with the motivation for the innovations. The reform helped to put an end for the time being to decades of discussion about modernising this right. The legislator has granted the creditors’ assembly extensive powers and increased the overall protection of creditors. For example, it has introduced a legal action with regard to the resolutions of the creditors’ meeting, which formally corresponds to the construct of the action for rescission under stock corporation law pursuant to Sections 243 et seq.

The Bond Act is subject to considerable criticism because of this exemplary effect of stock corporation law. In 2014, the Working Group on the Reform of the German Bond Act took up this emerging criticism and attempted to clarify fundamental issues with a reform proposal. In a final part, the processing deals with these proposals and, on the basis of these, deals with a possible new system of decision control.

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