# Comparative corporate law `kaal:entity:comparative-corporate-law` **Status.** derived This node is assembled mechanically from the 7 claims that carry the concept tag `comparative-corporate-law`. It is a roster of what the corpus says under this term. It is **not** an adjudicated definition: no single statement here has been ruled canonical, and no first-appearance call has been made. Read the claims and judge for yourself. ## Every claim under this term 7 claims across 2 works, 2010 to 2013. **2010** - [1558614-006](https://wulfkaal.github.io/claims/1558614-006) [empirical/argued] -- Although the business judgment rule is articulated differently in the two countries and German law leaves somewhat more room to challenge risky decisions, in both the United States and Germany the rule is highly protective of corporate managers. > the business judgment rule is articulated differently in the United States and in Germany, and there may be more latitude to challenge some risky decisions in Germany, but in both countries the rule is highly protective of corporate managers Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614 - [1558614-017](https://wulfkaal.github.io/claims/1558614-017) [failure/argued] *(failure mode)* -- For different structural reasons in each country, corporate law in both Germany and the United States has little to say about the problem of excessive risk. > Thus, perhaps for differ- ent reasons, corporate law in both countries may have little to say about the problem of excessive risk. Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614 - [1558614-022](https://wulfkaal.github.io/claims/1558614-022) [definitional/argued] -- The German and U.S. business judgment rules diverge most sharply at the German rule's fifth element, the requirement of no hazard decision or excessive risk taking, which German law presumes but allows to be rebutted. > As pointed out below, it is in this last element where the business judgment rules in the United States and in Germany diverge the most. German law presumes no hazard and excessive risk, but this presumption can be rebutted. Painter and Kaal, Initial Reflections on an Evolving Standard Constraints on Risk Taking by Directors and Officers in (2010). SSRN: https://papers.ssrn.com/sol3/papers.cfm?abstract_id=1558614 **2013** - [kaal-2013-acomparativeperspectiveo-011](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-011) [empirical/argued] -- Germany has taken a much stricter approach than the United States to cases involving a breach of the duty of oversight, even though the German business judgment rule formally requires a showing of the same elements as the American one. > For instance, Germany has taken a much stricter approach to cases involving a breach of the duty of oversight. Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013) - [kaal-2013-acomparativeperspectiveo-014](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-014) [empirical/argued] -- The German ARAG/Garmenbeck holding is diametrically opposed to In re Citigroup, where the Delaware Chancery Court declared that directors' incorrect evaluation of business risk did not violate the duty of oversight. > This holding is diametrically opposed to the holding in In re Citigroup where the Delaware Chancery Court declared that directors' incorrect evaluation of business risk did not violate directors' duty of oversight. Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013) - [kaal-2013-acomparativeperspectiveo-017](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-017) [empirical/argued] -- Despite the limits of the comparison, had In re Citigroup and Disney been decided in Germany the allocation of liability would have been different, because German courts are generally more willing than Delaware courts to second-guess directors' decisions. > it seems difficult to escape the conclusion that had the two American cases, In re Citigroup and Disney, been decided in Germany, the liability allocation would have been different. German courts generally seem more willing to second-guess directors' decisions than Delaware courts. Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013) - [kaal-2013-acomparativeperspectiveo-018](https://wulfkaal.github.io/claims/kaal-2013-acomparativeperspectiveo-018) [empirical/argued] -- The different legal standards for allocating liability in Germany and the United States illustrate rather different legal and societal attitudes toward managers' risk-taking. > The different legal standards for liability allocation in Germany and the United States illustrate their rather different legal and societal attitudes towards managers' risk-taking. Kaal, A Comparative Perspective on the Limitations of the Duty of Oversight – A Comment on Lisa Fairfax (2013) ## Verify Every claim above resolves to a record carrying a verbatim source quote, the sha256 of the source PDF, and a preformatted citation. Nothing here asks to be taken on trust. curl -s https://wulfkaal.github.io/entities/comparative-corporate-law.md | sha256sum **Canonical form.** This markdown file is the canonical hashed representation of this entity node. Its sha256 is the content hash.