DiKE Konsultativabstimmung und Genehmigungsvorbehalt zugunsten der Generalversammlung

The demand for an increased involvement of shareholders in internal corporate decision-making processes has gained importance, among other things, with the crisis on the financial markets as well as the discussion about excessive management salaries, and is one of the declared goals of the current revision of stock corporation law. This Zurich dissertation deals with two different ways of giving the general meeting a say in corporate matters. A first focus is the discussion of the instrument of the advisory vote, which allows the board of directors to obtain the non-binding opinion of the shareholders. Among other things, the questions of the legal nature and the binding effect of a consultative resolution are elaborated. In the sense of a second focus, the instrument of the reservation of approval in favor of the general meeting of shareholders, in which the board of directors submits a transaction to the general meeting of shareholders for binding approval, is distinguished from this. In the case of both forms of participation, it is explained how the involvement of shareholders is compatible with the applicable principle of parity and what the effects are on the responsibility of the corporate bodies. The instruments are subjected to a critical appraisal, whereby a differentiation is made between publicly traded companies and personal companies. Based on this analysis, the author specifically addresses the question of the involvement of the general meeting in compensation matters and discusses the various participation models proposed in the context of the revision efforts.