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 in a German-Polish comparative perspective. Sustainability is an important requirement stemming from both national and European regulatory instruments for shaping the economy and financial markets.
The question of what purpose companies should serve is among the central ones within the doctrine and case-law of corporate law. Questioning the, once dominant, pure shareholder value approach, and taking into consideration the interests of other stakeholders such as employees, creditors and consumers as well as climate and environmental protection are being considered by legislators in different jurisdictions. The project explores these developments and thereby looks beyond the dichotomy of shareholder and stakeholder model. Just considering the two variants is both limited and misleading from the perspective of corporate sustainability.
In Polish and German, as well as of most other EU member states, company law addresses the question of company purpose through the legal concept of the company interest. 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)
Cooperating Institutions:
University of Warsaw (UW),
Martin Luther University Halle-Wittenberg (MLU),
German-Polish Science Foundation (DPWS/PNFN)
Contacts:
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
Project description
Research Object and Research Gap
The legal concept of company interest is regarded as a central object of research in the field of company law. Its study is of particular importance in the jurisdictions where no legal definition exists. Company law of both Poland and Germany - as well as of the majority of other EU jurisdictions - does not contain such a definition.
Research Questions
Given the identified research gaps the main objective of the project 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 company interest.
In the first step, the study will focus on the concept of company interest 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 step will be publishing the results of the comparative research. 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 an international group of 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 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 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.
2nd October 2024: Final conference of the project held in Warsaw.
Project publications
The list of publications will be supplemented on an ongoing basis.
Conferences and lectures
On May the 16h 2023, dr Anne-Marie Weber and Aleksandra Szczęsna gave a lecture titled "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 " at a seminar organised by the German Legal Thought Research Club of the University of Warsaw.
On May the 23rd 2024, Helena Kordasiewicz presented "Sustainability and Corporate Interest in Polish and German Law" (Zrównoważony rozwój gospodarczy a pojęcie interesu spółki w prawie polskim i niemieckim) at the International Conference "IV Forum of Young Researchers of Commercial Law" held at the Faculty of Law of the University of Bialystok.
Project Team
Anne-Christin Mittwoch
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
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.
Tonio Friedmann
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.
Aleksandra Szczęsna
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.
Helena Kordasiewicz
Masters student at the Faculty of Law and Administration at the University of Warsaw. She’s interested in banking, competition and consumer protection law. In her research, she explores the intersections of modern banking and combating the digital exclusion of marginalized groups. Student at the German Law School by University of Warsaw and Bonn University. Her professional experiences include the digital banking sector and capital markets regulatory department at an international law firm.