Kevin Walter Schümmer Die Beherrschungskonzepte nach Bilanz- und Aktienrecht

About this book

In the globalized economy, corporate groups play a central role. But when does a corporate group actually exist? When exactly does one company control another? These questions are at the heart of this doctoral thesis.

The author conducts a comprehensive dogmatic comparison of the control concepts in accounting law and stock corporation law. He demonstrates that, despite their differing technical legal design, the control concepts do not have fundamentally different content, but are essentially congruent. A key focus of the analysis is the point of reference for the exercise of controlling power: it is shown that control over prominent business areas may suffice to establish control over the company as a whole, provided these areas determine the remaining areas. The author advocates moving away from rigid categories toward an overall assessment and case-by-case analysis.

Another focus lies on the critical evaluation of the irrebuttable presumptions laid down in Sec. 290 (2) of the German Commercial Code. In comparison with the international accounting standards (IFRS/US-GAAP), the author argues that reliance on formal criteria can run counter to the objective of financial reporting that reflects actual circumstances. From this, the work develops the call for a transformation toward rebuttable presumptions in order to avoid multiple consolidations and to secure the priority of the economic view.

The strengths of this work:

• Dogmatic precision: detailed derivation of the concept of control at the interface of the German Commercial Code and the German Stock Corporation Act.
• Systematic analysis: examination of functional criteria such as permanence and benefit extraction.
• Technical legal critique: in-depth engagement with the consolidation criteria of Sec. 290 (2) of the German Commercial Code.
• International comparison: positioning of German law within the framework of IFRS and US-GAAP.

The thesis provides scholars and practitioners with a solid foundation for solving complex attribution issues in modern corporate group and accounting law.