Розвиток та вплив німецького права на акціонерне законодавство держав Східної Європи

The article examines the influence of German corporate law on the formation and transformation of the corporate legislation of Eastern European countries, in particular Ukraine, Poland and the Czech Republic. The author analyzes the historical and socio-economic prerequisites for the formation of the German model of corporate governance, which became the basis for the creation of national corporate law systems of the mentioned countries during the period of transition to a market economy. Particular attention is paid to the analysis of the characteristic features of this model, such as the two-tier structure of joint-stock company management, the separation of powers of executive and supervisory bodies, as well as legal mechanisms to prevent the concentration of power in one of the management bodies. The institute of employee participation in corporate governance, which is one of the key features of the German corporate tradition, is analyzed. The level and forms of its perception in the legal systems of Poland, the Czech Republic and Ukraine are determined. It is noted that in the Czech Republic and Germany, employee participation in the supervisory board is mandatory under certain conditions (a certain number of employees), while in Poland such a model has never been implemented. In Ukraine, relevant discussions are underway, but the current legislation provides for only consultative participation of employees without the right to make decisions. It is argued that the introduction of mandatory employee participation can contribute to increasing the efficiency of management decisions. The paper also examines the gender aspect in the context of corporate governance. In particular, the implementation of mandatory quotas for women’s participation in supervisory boards and executive management bodies of joint-stock companies in Germany is examined, as well as relevant initiatives in the Czech Republic. It is shown that, although clear quotas and deadlines for achieving gender balance are established at the level of individual EU member states, Ukraine currently lacks imperative norms regulating this aspect of corporate governance. It is concluded that the countries of Eastern Europe, having accepted the German model of corporate governance as the basis for building national systems of corporate law, gradually began to modify it over time. It is summarized that as a result, such models are formed in which classical german elements coexist with new legal institutions, in particular with the legal institution of independent directors, corporate secretary and consultants to supervisory boards.