Options
Benedikt Rutscheidt
Former Member
Last Name
Rutscheidt
First name
Benedikt
Email
benedikt.rutscheidt@unisg.ch
Now showing
1 - 2 of 2
-
PublicationType: journal articleJournal: Expert Focus
-
PublicationDie Kapitalausstattung der Aktiengesellschaft im Kompetenzgefüge ihrer OrganeThis study examines the capitalization of a joint-stock company, i.e. its balance sheet and liabilities side structure, and in particular its embedding in the companys competence framework. Its research contribution consists, on the one hand, of an overview of the relevant provisions of corporate as well as commercial accounting and financial reporting law, taking into account the 2020 corporate law revision, supplemented by inter- and intradisciplinary cross-references. On the other hand, it provides a capital-centered overview of the competencies of the corporate bodies, consisting of the board of directors, the general meeting of the shareholders as well as the auditors. The study aims to provide a comprehensive and situationally differentiated framework of the capitalization of a joint-stock company with a special focus on the competencies and responsibilities of the corporate bodies. Conceptually, this study is divided into two parts. First, it elaborates the basics of the capitalization of a joint-stock company in a general section, before taking a more in-depth look at capital related questions of competence and responsibilities in a special section by means of a multipolar approach from various perspectives. It examines the different stages in the life cycle of a joint-stock company and the particularities that are typically observed in these stages. Given the same background, it contextualizes various actual types of companies limited by shares as well as their organizational integration in group structures. In all of this, there are several opportunities to answer specific capital related questions, with due regard to the recent company law revision. The special section deals in more detail with the controversial obligation under company law to maintain an adequate level of capitalization. The separation of competences between the corporate bodies as well as the tensions arising from this also deserve special consideration in this context. The aim of the study, i.e. to present an actual cross-section of the topic, complicates a consolidated statement of the findings. However, it is clear that the influence on the capitalization is mainly determined by an interplay between the shareholders and the board of directors. The board of directors, which is bound by its general duties of conduct, has by far the more active role, while the shareholders usually take elementary decisions only «upon the call» of the board of directors. Moreover, the competences of the shareholders are mostly limited to nominal equity positions, whereas the board of directors in addition to certain equity positions is comprehensively responsible for the structuring of the debt capital financing. Decisive for the management competence and further fulfillment of duties of the board of directors are also its general duties of conduct. Tensions in this separation of competencies tend to intensify in moments of capital change and in particular in times of financial crisis.Type: doctoral thesis