독일의 권고적 주주제안-현황과 전망, 한국에 주는 시사점

This article addresses advisory shareholder proposals in Germany and is organized as follows: First, an overview of the content of shareholder proposal rights in Germany is provided to examine the potential for shareholder proposal rights to be utilized for company ESG policies. Second, a systematic analysis of the German Stock Corporation Act(AktG) regulations reveals why Germany does not recognize advisory shareholder proposals on business policies (business practices), including ESG issues. Third, it examines the legal nature of the only legally permissible types of advisory resolutions based on a board's advisory proposal. Fourth, it analyzes the alternative means by which shareholders can influence a company's ESG policy in Germany, where advisory shareholder proposals are not permitted for business policies, including ESG policies. Fifth, it examines the policy perspectives that should be considered when introducing the advisory shareholder proposal (conflicting perspectives). Finally, in the conclusion, it summarizes the current situation in Germany, which does not recognize shareholder advisory proposals, and provide an outlook for the introduction of the advisory shareholder proposal in Germany. Under the heading "Implications for Korea," the legal instruments for the introduction of the advisory shareholder proposal and the specific implementation of it on ESG issues were explained.