Germany: Corporate Governance

In small family businesses and medium-sized enterprises, individuals who assume management functions without formal appointment face significant legal exposure as "de facto managing directors." This risk becomes particularly acute during corporate crises when shareholders take operational control or when financing banks deploy representatives with extensive decision-making authority. German courts have developed comprehensive case law establishing that such individuals bear the same duties and liabilities a

German companies face a complex web of legal obligations when conducting internal investigations, spanning whistleblower protection, supply chain due diligence, market abuse regulations, and anti-money laundering requirements. This briefing examines the statutory foundations, trigger thresholds, and procedural timelines that determine when and how management must initiate, escalate, and document compliance inquiries.

The European Commission has launched a consultation on guidelines for the Corporate Sustainability Due Diligence Directive (CSDDD), seeking stakeholder input to shape practical implementation guidance.

Internal Control Systems (ICS) have for centuries been a central pillar of responsible corporate governance — representing both an expression of managerial due diligence...

Interne Kontrollsysteme (IKS) sind seit Jahrhunderten ein zentrales Element verantwortungsvoller Unternehmensführung sowie Ausprägung der Sorgfaltspflicht einerseits...

Following on from the first part of our blog series, this part analyses the corporate law aspects of family enterprises in Germany. Family enterprises place quite particular demands on the decision regarding the legal form, governance structure and the exercise of economic and administrative rights

The EU's Corporate Sustainability Reporting Directive: tracking transposition and goldplating across the EU

The Corporate Sustainability Reporting Directive (CSRD) requires the European Commission to adopt the following European Sustainability Reporting Standards (ESRS) by 30 June 2024...

On 2 May 2024, the IFRS Foundation and EFRAG, the body advising on European Sustainability Reporting Standards (ESRS) under the Corporate Sustainability Reporting Directive (CSRD)...