The Company Interest in Germany and Poland - A Comparative Legal Analysis in the Context of the European Sustainable Corporate Governance Initiative
The project aims to investigate to what extent company law can function as a vehicle for sustainable economic activity and focuses on a German-Polish legal comparison, which is required by both national and European developments to shape the economy and financial markets sustainably.
At the centre of the discussion on company law lies the question of what purposes companies should serve: starting from questioning a pure shareholder value approach, the interests of other stakeholders, such as employees, creditors and consumers, as well as climate and environmental protection interests are increasingly in the focus of legislators in different jurisdictions. The project explores these developments and thereby looks beyond the dichotomy of shareholder and stakeholder model, which seems limited as well as misleading from the perspective of corporate sustainability.
The question of the purpose of a company is addressed centrally in German and Polish company law, as well as in the majority of EU member states, by the legal concept of the interest of the company. This core concept of company law needs to be re-evaluated to effectively meet the current ecological, social and economic challenges that arise under the umbrella of sustainability in an international and intergenerational context.
The Funding Institution:
German-Polish Science Foundation (Deutsch-Polnische Wissenschaftsstiftung/Polsko-Niemiecka Fundacja na rzecz Nauki)
University of Warsaw (UW),
Martin Luther University Halle-Wittenberg (MLU),
German-Polish Science Foundation (DPWS/PNFN)
Assistant Professor at the Chair of Commercial Law (UW):
Dr. Anne-Marie Weber
Professor at the Chair of Civil Law, European and International Business Law (MLU):
Prof. Dr. Anne-Christin Mittwoch
Research Object and Research Gap
The legal concept of the interest of the company is regarded as a central object of research in the field of company law. Its study is of particular importance in those jurisdictions where no legal definition exists. Both Polish and German company law - like the majority of company laws in the EU - do not contain such a legal definition.
Given the identified scientific gaps, the main focus of the research question is to discuss the extent to which a German-Polish model of sustainable corporate governance, identified through a profound legal comparison, can serve as an orientation for a future European solution for the harmonisation of a sustainable concept of the interest of the company.
In the first step, this study will focus on the concept of the interest of the company in the respective country, in particular as a connecting factor for a duty of sustainable corporate governance.
The subsequent task is the mutual analysis of the prepared summaries and the comparative law consolidation, which will enable an exegesis of the differences and similarities. This task will be carried out at the planned midterm conference (online). The respective applicants together with their junior researchers will present their country-specific results as well as the first interim results of the legal comparison.
The next task will be to publish the results of the comparative law research in writing. Thereby, the focus will be on a country-specific contribution to the interest of the company in Germany/Poland and a comparative law contribution.
The results of the first phase of the research project will then serve as a starting point for the investigation of European law. In this context, there will be an intensive participation of foreign associated scholars, who will enrich the German-Polish analysis with the EU perspective, to ensure the necessary pluralism of a scientific debate on European harmonisation.
The foreign associated scholars and other junior scientists will have the opportunity to contribute to the final conference of the project, which will be held in Warsaw. The conference proceedings with the contributions of the project participants and the foreign associated scientists will be published afterwards.
Scheduled events related to the realisation of the project
14th September 2023: Midterm conference (online) with invited partners from other EU member states to present the results of the first year of the research and communicate the roadmap for the second year of the project.
September/October 2023: Publication of the results of the first year of the research in the form of an article in the international journal.
To be scheduled in 2024: Final conference of the project held in Warsaw.
A-M. Weber, A-C. Mittwoch, Harmonising duties of board members in the Anthropocene: When expectations meet reality, Review of European and Comparative Law, forthcoming.
The list of publications will be supplemented on an ongoing basis.
Anne-Christin Mittwoch holds the chair of Private Law, European and International Business Law and is the Executive Director of the Institute of Economic Law at the faculty of Law, Economics and Business at Martin Luther University Halle-Wittenberg. She is the author of the monograph ‘Vollharmonisierung und Europäisches Privatrecht’ (‘Full harmonization and European Private Law’), which was awarded the Promotion Award of the Society for European Private Law in 2013. She is also the author of the monograph ‘Nachhaltigkeit und Unternehmensrecht’ (‘Sustainability and Company Law’), which was awarded the scientific award of the Esche Schümann Commichau Foundation in 2022 and funded by the DFG (Deutsche Forschungsgemeinschaft). Prof. Dr. Anne-Christin Mittwoch teaches company law, capital market law, European private law, private international law and comparative law.
Anne-Marie Weber holds the position of Assistant Professor at the Chair of Commercial Law of the University of Warsaw, where she has defended her doctoral thesis, which was then awarded by the Chairman of the Polish Financial Supervision Authority in the competition for the best doctoral thesis in the field of the financial market and published as a monograph entitled ‘Wpływ instytucji prawnych rynku kapitałowego na efektywność spółek Skarbu Państwa’ (‘The influence of capital market institutions on state-controlled companies’ efficiency’). She is a graduate of Master's studies (LL.M.) at the Berkeley School of Law. She teaches 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 of the Max Planck Institute for Comparative and International Private Law in Hamburg . She also was a Visiting Professor at the Berkeley School of Law and the University of Mainz. She has been awarded with several scholarships and research grants, amongst others, by the French Government (Campus France), the Max Planck Gesellschaft and the Polish National Science Center. Her habilitation thesis, which is currently in preparation, concerns the issue of implementing and enforcing climate policy goals by means of private law institutions, primarily company law.
PhD candidate at the Chair of Civil Law, European and International Business Law of the University of Halle-Wittenberg. Tonio Friedmann graduated from the University of Mainz and completed his Master’s studies (LL.M.) at the University of Glasgow. During his legal clerkship and before joining this project, he worked for international law firms in Frankfurt, Munich and London.
PhD candidate at the Chair of Commercial Law of the University of Warsaw. Aleksandra Szczęsna graduated from the University of Warsaw and obtained a Master's degree in Business Law with a specialisation in French and European Business Law from the University of Poitiers. In her professional and scientific activity she focuses on the impact of technological development on the different branches of law.