Werte Mohr Siebeck Werte als Satzungsinhalt: Eine Vermessung der Gestaltungskraft und Abänderbarkeit von Verbandszweck oder Unternehmensgegenstand im Kapitalgesellschafts- und Vereinsrecht

How can corporations and associations integrate legally binding principles and values into their statutes? Who makes the decision, and what legal consequences, limitations, and opportunities arise from such a commitment to values in corporate law?
Samy G. Sharaf addresses this question at the interface between classical corporate law dogma and the growing expectations on companies to assume social responsibility-for example, in the areas of sustainability, human rights, or the fight against extremism.
The dogmatic approach is supplemented by comparative legal and institutional perspectives, legal-historical analyses-in particular on the development of standards for amending statutes-as well as constitutional theory and behavioral economics lines of argumentation. Case studies on value-oriented statutory clauses also provide insight into notarial practice in this area. The study is based on a dogmatic analysis of association and company law, in particular the law governing limited liability companies and stock corporations. It shows that the separation of changes in purpose and object with different majority requirements, which is common in company law, is not historically tenable and that Section 33 (1) sentence 2 of the German Civil Code (BGB) does not apply outside of association law. Comparative law, legal history, constitutional theory, and behavioral economics approaches deepen the analysis and enable an assessment of statutory value commitments in internal relationships and vis-à-vis stakeholders.