Ibrahim HoveyesRelated Party Transactions nach ARUG II

About this book deutschenglish

The thesis entitled "Related Party Transactions after ARUG II - Overregulation at Europe's Command?" deals with the implementation of the reformed Shareholder Rights Directive of 17 May 2017 (ARRL II) with regard to transactions of a listed stock corporation with related parties (so-called related party transactions).

The ARRL II is addressed to the member states with the provision of implementing consent and disclosure obligations with regard to related party transactions. In addition to board members, the "related parties" primarily include group companies. With regard to the first group, German stock corporation law provides for various individual regulatory mechanisms, whereas stock corporation group law seems to comprehensively regulate transactions with (controlling) shareholders en bloc. Against this background, it is not surprising that, according to the explanatory memorandum, the German implementing legislator, with the Act Implementing the Second Shareholders' Rights Directive of 12 December 2019 (ARUG II), endeavoured to implement the requirements of ARRL II with regard to related party transactions "only cautiously", making use of the implementation options granted by the Union legislator. However, this does not change the danger of additionally covering already regulated matters – which justifies the question: "Overregulation at Europe's command?

The thesis subjects the new regulation to a careful analysis and evaluation. To this end, the foundations are first laid by elaborating the general need for regulation and the economic background of regulation. Subsequently, it is examined how related party transactions were treated under the legal situation prior to the enactment of ARUG II and how they are treated under the new legal situation, whereby the regulations are subjected to a critical appraisal.

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