Judicial Enforcement of Extra-legal Codes in UK and German Company Law – Including Observations on OLG Schleswig Holstein, NZG 2004, 669 (Mobilcom II) and LG München I, NZG 2004, 626 (Hypovereinsbank)

Goulding Simon, Miles Lilian and Schall Alexander
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Goulding Simon: * Lecturer in law, The City University.
Miles Lilian: ** Lecturer in law, Manchester Business School, The University of Manchester.
Schall Alexander: *** Dr., MJur (Oxon), Assistant-professor in law, University of Hamburg.

European Company and Financial Law Review, 2005, vol. 2, issue 1, 20-62

Abstract: This article deals with the role of extra-legal Corporate Governance Codes in the UK and in Germany. It introduces the German Corporate Governance System which is based on the (recently challenged) assumption that market pressure will implement good corporate governance. It illuminates the constitutional issues which have overarched the new soft law approach in Germany. But even in the UK, where self-regulatory instruments are common and well proven, there is considerable uncertainty about the way in which they may or may not influence the application of company law. This article considers several judgments from both countries and shows how judges struggle to find the correct approach to extra-legal codes. It also argues that it is legitimate to impute legal consequences on breaches or violations of extralegal codes.

Date: 2005
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DOI: 10.1515/ecfr.2005.2.1.20

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