The Company Interest in Germany and Poland — A Comparative Legal Analysis in the Context of the European Sustainable Corporate Governance Initiative
The project examines the extent to which company law can function as a tool for sustainable business activity from a comparative Polish-German perspective.
The project examines the extent to which company law can function as a tool for sustainable business activity from a comparative Polish-German perspective. Sustainability constitutes a significant requirement arising from both national and European regulatory instruments shaping the economy and financial markets.
The question of the purpose that companies should serve is among the central issues in company law doctrine and jurisprudence. The formerly dominant, purely shareholder-value approach is being challenged, and the consideration of the interests of other stakeholders—employees, creditors, and consumers, as well as climate and environmental protection—is being considered by legislators in various jurisdictions. The project investigates these tendencies and thus goes beyond the dichotomy of the shareholder and stakeholder models. Considering only these two options is both limited and misleading from the perspective of sustainable corporate development.
In Polish and German law, as well as in the laws of most other EU Member States, company law addresses the question of a company's purpose through the legal concept of company interest. This key institution of company law requires re-evaluation to effectively meet current ecological, social, and economic challenges arising under the umbrella of sustainable development in an international and intergenerational context.
Funding institution: German-Polish Science Foundation (Deutsch-Polnische Wissenschaftsstiftung / Polsko-Niemiecka Fundacja na rzecz Nauki). Cooperating institutions: University of Warsaw (UW), Martin-Luther-Universität Halle-Wittenberg (MLU), German-Polish Science Foundation (DPWS/PNFN).
Contact: Dr. Anne-Marie Weber — Assistant Professor at the Department of Commercial Law (UW); Prof. Dr. Anne-Christin Mittwoch — Professor at the Department of Civil, European and International Economic Law (MLU).
Subject of research and research gap. The legal concept of company interest is recognised as a central subject of research in the field of company law. Its analysis is particularly important in jurisdictions where no legal definition exists. The company law of both Poland and Germany — similar to most other EU jurisdictions — does not contain such a definition.
Research questions. In view of the identified research gaps, the main objective of the project is to discuss the extent to which the Polish-German model of sustainable corporate governance, identified through in-depth legal comparative analysis, can serve as a reference point for a future European solution for harmonising the sustainable concept of company interest.
In the first step, the study will focus on the concept of company interest in each country, particularly as a link to the duty of sustainable corporate governance. The next task is the mutual analysis of the prepared summaries and comparative legal consolidation, which will enable the exegesis of differences and similarities. This task will be carried out during the planned mid-term conference (online). The applicants, together with junior researchers, will present country-specific results and initial preliminary results of the legal comparison. The next step will be the publication of the comparative research results. In this context, emphasis will be placed on country-specific contributions regarding company interest in Germany/Poland and on the comparative analysis. The results of the first phase of the research project will then serve as a starting point for the analysis of European law. At this stage, intensive participation of an international group of associated scholars is planned, who will enrich the Polish-German analysis with an EU perspective, ensuring the necessary pluralism of scientific debate on European harmonisation.
Associated scholars and other junior researchers will have the opportunity to contribute to the project's final conference, which will take place in Warsaw. The post-conference materials, containing presentations by project participants and associated scholars, will subsequently be published.
Planned activities
14 September 2023: mid-term conference (online) with invited partners from other EU Member States — presentation of the results of the first year of research and discussion of the action plan for the second year of the project.
September/October 2023: publication of the results of the first year of research in the form of an article in an international journal.
2 October 2024: Final Project Conference in Warsaw.
Project publications
The list of publications will be updated on an ongoing basis.
- T. Friedmann, A. Szczęsna, Conference Report: "Interes spółki – kluczowa koncepcja dla zrównoważonego biznesu w Europie?", Przegląd Prawa Handlowego 2025/2, pp. 32-39.
- T. Friedmann, Tagungsbericht: "The Interest of the Company - A Driving Concept for Sustainable Business in Europe?", KlimaRZ 1/2025, pp. 14-20.
- T. Friedmann, A. Szczęsna, Conference Report: "The Interest of the Company – A Driving Concept for Sustainable Business in Europe?", European Company Case Law (ECCL) 2024/4, pp. 471–482.
- A-M. Weber, A-C. Mittwoch, Harmonizing Duties of Board Members in the Anthropocene: When Expectations Meet Reality, Review of European and Comparative Law 2023, vol. 52, nr 1, pp. 143–168.
- A.-C. Mittwoch / T. Friedmann, Nachhaltiges Geschäftsleiterhandeln nach der CSDDD – im Unternehmensinteresse, NZG 2023, 1439-1446.
Conference presentations
- 01
Final Project Conference, Faculty of Law and Administration, University of Warsaw, 2 October 2024
On 2 October 2024, the two-year research project conducted by our team culminated in a final conference held at the Faculty of Law and Administration, University of Warsaw.
The conference was dedicated to the analysis of the national concept of company interest in Germany, Poland, and other countries, with the participation of international affiliated researchers.
The findings regarding the concept of company interest as a catalyst for promoting more sustainable business practices in Europe are currently being consolidated into a comprehensive joint publication, which is in its final stages of preparation.
- 02
Final Conference — conference photograph, University of Warsaw, 2 October 2024
Post-conference materials involving project participants and affiliated researchers will be published after the event.
- 03
Research stay at the University of Oslo, starting 26 August 2024
From 26 August 2024, Tonio Friedmann undertook a month-long research stay at the University of Oslo under the supervision of Professor Sjåfjell, a researcher affiliated with the project. During this time, he attended her course "Sustainability Business, Finance and Circular Economy" and a doctoral seminar on Sustainability Law concerning the regulatory impact of international regulations and policies on European economic operators, where he also presented research conducted as part of the project.
- 04
Research stay at the University of Oslo — additional photograph, 2024
Tonio Friedmann at the University of Oslo, August 2024.
- 05
IV Forum of Young Commercial Law Researchers, Faculty of Law, University of Białystok, 23 May 2024
On 23 May 2024, Helena Kordasiewicz delivered a paper entitled "Sustainability and Corporate Interest in Polish and German Law" at the International Conference "IV Forum of Young Commercial Law Researchers", held at the Faculty of Law, University of Białystok.
- 06
Seminar of the German Legal Thought Student Research Association of the University of Warsaw, 16 May 2023
On 16 May 2023, Dr Anne-Marie Weber and Aleksandra Szczęsna delivered a lecture entitled "The company interest in Polish, German and European law", based on the project "Das Unternehmensinteresse in Deutschland und Polen – eine rechtsvergleichende Analyse im Kontext der europäischen Sustainable Corporate Governance-Initiative", during a seminar organised by the German Legal Thought Student Research Association of the University of Warsaw.
Project team
Prof. Dr. Anne-Christin Mittwoch
Anne-Christin Mittwoch heads the Chair of Private, European and International Economic Law and serves as the Executive Director of the Institute of Economic Law at the Faculty of Law, Economics and Business of the Martin Luther University Halle-Wittenberg. She is the author of the monograph "Vollharmonisierung und Europäisches Privatrecht" ("Full Harmonisation and European Private Law"), which was awarded the Society for European Private Law prize in 2013. She is also the author of the monograph "Nachhaltigkeit und Unternehmensrecht" ("Sustainability and Company Law"), which received the Esche Schümann Commichau Foundation scientific prize in 2022 and was funded by the DFG (Deutsche Forschungsgemeinschaft). Prof. Dr. Anne-Christin Mittwoch lectures on company law, capital market law, European private law, international private law, and comparative law.
Dr. Anne-Marie Weber
Anne-Marie Weber is an Assistant Professor at the Department of Commercial Law at the University of Warsaw, where she defended her doctoral dissertation, which was subsequently awarded by the Chairman of the Polish Financial Supervision Authority in a competition for the best doctoral thesis in the field of financial markets and published as a monograph entitled "The Impact of Capital Market Legal Institutions on the Efficiency of State-Owned Companies". She holds a Master of Laws (LL.M.) degree from Berkeley School of Law. She lectures on company law and financial market law and is a lecturer at the School of German Law operating at the Faculty of Law and Administration of the University of Warsaw. Dr. Anne-Marie Weber is a frequent Visiting Scholar at the Max Planck Institute for Comparative and International Private Law in Hamburg. She also served as a Visiting Professor at Berkeley School of Law and at the University of Mainz. She has received numerous scholarships and research grants, including from the French government (Campus France), Max Planck Gesellschaft, and the National Science Centre. Her habilitation thesis, currently in preparation, concerns the issue of implementing and enforcing climate policy goals through private law institutions, primarily company law.
Tonio Friedmann
Doctoral candidate at the Department of Civil, European and International Economic Law at the University of Halle-Wittenberg. Tonio Friedmann studied at the University of Mainz and earned a Master of Laws (LL.M.) degree at the University of Glasgow. During his legal traineeship and before joining the project, he worked at international law firms in Frankfurt, Munich, and London.
Aleksandra Szczęsna
Doctoral candidate at the Department of Commercial Law at the Faculty of Law and Administration at the University of Warsaw. Aleksandra Szczęsna completed her studies at the University of Warsaw and obtained a Master's degree in Business Law with a specialisation in French and European Business Law at the University of Poitiers. In her professional and academic activities, she focuses on the impact of technological development on various branches of law.
Helena Kordasiewicz
Master's student at the Faculty of Law and Administration, University of Warsaw. Her interests include banking law, competition law, and consumer protection law. In her research, she analyses the intersections of modern banking and countering digital exclusion of marginalised groups. She is a student at the School of German Law run by the University of Warsaw and the University of Bonn. Her professional experience includes the digital banking sector and the capital markets regulatory department at an international law firm.