Delisting einer börsennotierten Aktiengesellschaft

Abstract

Delisting has turned out to be one of the major problems of German corporate law.  Capital market law and corporate law are closely interwoven, thus creating distortions  in determining the proper minority protection. The German Supreme Court recently  ruled that minorities may claim substantial compensation for a violation of their constitutional rights, including shareholders’ rights in a corporation. This article scrutinizes  the constitutional reasoning of the Supreme Court, arguing that the court mistook the  fundamental notions of the constitutionally granted right of property. Furthermore, the  article tackles the entangled issues of competences inside the corporation, the fundamental change of paradigm in German corporate law – switching from substantial  control of resolutions of general assemblies to a right to be compensated – and the procedure to follow if compensations are not sufficient.