11th ICCML Forum

Corporate Boards – Current Trends and Issues

On 15 February 2019 the Institute for Corporate and Capital Markets Law (ICCML) hosted the 11th ICCML Forum on corporate and capital markets law. Current trends and issues of corporate boards made up this year’s agenda.

Following the welcome address of the ICCML’s managing director Prof. Dr. Thilo Kuntz, LL.M., Prof. Dr. Christoph Seibt, LL.M., partner at the international law firm Freshfields Bruckhaus Deringer, opened the conference. His contribution dealt with how supervisory boards of internationally grouped stock companies are organized. Moreover, the longstanding expert made specific suggestions and provided best practice insights as regards the structuring of such corporate bodies. Prof. Dr. Ulrich Pidun, director at Boston Consulting Group, underpinned those recommendations pointing to the findings of a broad survey on supervisory directors of German firms. Prof. Dr. Alain Pietrancosta of Université Paris I/Sorbonne followed-up providing an international perspective on difficulties concerning supervisory bodies. He also examined some recently enacted and currently discussed reforms on that issue under French law. The subsequent presentation of Prof. Kuntz took a regulatory view on how managing and supervisory bodies may be induced by statute to consider Corporate Social Responsibility in their decision-making. In doing so, he showcased regulatory approaches building upon the organizational structure and duties of such bodies. After that, Prof. Todd M. Henderson, Michael J. Marks Professor of Law of the University of Chicago Law School, expounded the considerations he made together with Stephen Bainbridge in their book „Outsourcing the Board“.

According to that, the supervisory bodies‘ work could be assigned to board service providers. The conference concluded with the presentation of Prof. Hyeok-Joon Rho, LL.M., Seoul National University, on how South Korean law approaches the conflicts between majority and minority stockholders.

Researchers from three different continents as well as practitioners from Hamburg and beyond attended the conference. The plurality of participants set the stage for an intensive comparative exchange that did not miss out on practical matters.

Author: Max Winterhalder, Research Assistant at the Chair of Private Law II.

Translation: Janosch Engelhardt, Research Assistant at the Chair of Private Law II.