Contents:
Cooperative Societies Act] This standard work provides practically-substantiated advice for the legal practice, without having to refrain from any scientific deepening.
As a result, it offers cooperative business enterprises - but also legal advisory agencies, auditing firms and courts - comprehensive and reliable help in all matters of daily practice. The development in the judicial decisions and the literature has been worked in up until the spring of and partially beyond. The text of the ordinance pertaining to the Register of Cooperative Societies is reproduced in the appendix. Overviews of the arrangement as well as marginal numbers and a comprehensive subject index facilitate the handling of the commentary.
The Best Books of Check out the top books of the year on our page Best Books of Product details Format Hardback pages Dimensions Looking for beautiful books? Visit our Beautiful Books page and find lovely books for kids, photography lovers and more. Other books in this series. Ma regelvollzugsrecht Heinz Kammeier. Montrealer UEbereinkommen Fabian Reuschle. Contracting with oneself is only permitted if the legal transaction consists solely in the performance of an obligation or if the principals permit the person to conclude contracts for them.
Insurance undertakings in Germany may be authorised in various legal forms, with the most common being stock corporations Aktiengesellschaft — AG and mutual societies Versicherungsverein auf Gegenseitigkeit — VVaG.
BaFin can class mutual societies whose articles of association limit their operations to a certain range of business, geographical area or group of persons as small mutual associations within the meaning of section of the VAG. If the small mutual association is a Pensionskasse within the meaning of the VAG , further particularities apply. Pensionskassen are a special form of life insurance undertaking whose business purpose is to provide cover for beneficiaries for a loss of income due to old-age, invalidity or death.
In the legal form of a small mutual association, they always have three governing bodies: The articles of association of an insurance undertaking are part of its business plan, which only becomes effective once it has been approved by BaFin.
Check out the top books of the year on our page Best Books of These cases are rare. Unregistered cooperatives are also possible in Germany but practically never used in practice. Christmas posting dates Learn more. Banks are usually run as corporate entities in one of the following forms: I would recommend this book if you need to boost your skills with others. In light of the foregoing, the answer to the questions submitted is that the condition of artificial partitioning of the markets between Member States, as laid down in the judgments in Hoffmann-La Roche and Bristol-Myers Squibb, means that it is necessary, in order to determine whether the proprietor of a trade mark may, under national law, prevent a parallel importer of pharmaceutical products [
This applies both to the initial version and to each subsequent amendment. BaFin's approval decision is based on the reasons why it can, or indeed must, refuse to grant authorisation pursuant to section 11 of the VAG. Pursuant to this provision, it also has to examine whether the interests of the insured are adequately safeguarded.
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The Administrative Court of Frankfurt am Main takes the view that this is not the case if there is a "substantial disadvantage" and the insured are inappropriately adversely affected. Regarding this, the interests of all parties must be fully weighed against each other. The court dismissed the Pensionskasse's action against the decision made by BaFin , taking the view that the arrangement at hand was a compulsory ground for rejection.
BaFin did not have any discretion, according to the ruling, since it had to prevent a risk that the interests of the insured would not be adequately safeguarded. At the undertaking, pursuant to section 39 1 of the GenG only the supervisory board was authorised to represent the Pensionskasse in any legal transactions between the Pensionskasse and the members of the management board.
Therefore, it could not be exempted from the prohibition on contracting in one's own name, ruled the court. This corresponds to the previous rulings of the Federal Court of Justice Bundesgerichtshof and other courts on section 39 of the GenG and on the parallel provision of section of the German Stock Corporation Act Aktiengesetz — AktG , pursuant to which it is not permissible to fully exempt the management board from the prohibition contained within section of the BGB.
The Administrative Court decided that the intended amendment to the articles of association would lead to the risk of a conflict of interests and thus contravene the protective purpose of section 39 1 sentence 1 of the GenG. This was also the basis for BaFin's assessment of whether the interests of the insured, i.
If senior management could conclude contracts with themselves in the name of the undertaking, there would be a basic risk that, without control mechanisms, legal transactions could be undertaken which would have a direct or indirect negative effect on the insured.
It must monitor compliance with the laws applicable to the conduct of insurance business and, in the case of primary insurance undertakings, also ensure that the interests of the insured are adequately safeguarded. The Pensionskasse applied for leave to appeal from the Hesse Higher Administrative Court Hessischer Verwaltungsgerichtshof but, since this was refused, the first instance judgement has legal force.
In its decision, the Higher Administrative Court stresses that the legal questions regarding the provisions of the VAG and the GenG relevant to this case had already been clarified in court.
The rules on representation aim to ensure that the responsible governing bodies safeguard the interests of the undertaking in an objective manner in order to avoid the risk of conflicts of interest which could harm the insured, the judgement noted. If a member of the management board were to be fully exempted from the ban on contracting in one's own name, there would be a risk that the management board could give itself preferential treatment, leading to a significant negative impact on the interests of beneficiaries. These are already not adequately safeguarded if a provision in the articles of association affecting the insurance relationship violates existing law.
The legal assessment that only the supervisory board may represent the undertaking in all legal transactions between an insurer and its management board also applies to stock corporations and mutual societies which are not small mutual associations.