Lars Haverkamp

The Two-Tier Board Structure: An apt model for New Zealand? Lars Haverkamp

Master's Thesis from the year 2006 in the subject Law - Comparative Legal Systems, Comparative Law, grade: B, University of Canterbury (Law School), 70 entries in the bibliography, language: English, comment: The paper examines the German two-tier system and compares it to the Anglo-American unitary board system. In the course of this comparison the author depicts the major flaws of the (German) Rhine-model and evaluates them also from a German perspective (opposite to the predominant US-American view on the matter in English written literature). Then, the author discusses the adaptability of the Rhine-model to the New Zealand corporate system. The paper does not only give an insight into German corporate law but also explains company and corporate law in the USA and New Zealand. , abstract: In times of global corporate disasters many turn to corporate board structures in order to find solutions. The board of directors is responsible for monitoring the management and is therefore in the focal point of many legal scholars. Current US board structures have proved to fail to provide sufficient supervision. Scandals such as Enron and WorldCom have shuttered especially American but also European legislatures. Highest priority, at present, is to reestablish investors' faith in the securities market. Corporations are facing reluctant investments or even fearful avoidance of the stock market. Many US scholars see a solution in the adoption of the German two-tier board system and the European Union gives the managements of European Corporations, the Societas Europeas, the possibility to opt for the two-tier-system. In the 1997 Report on the Corporate Governance Movement in France, even the Organization for Economic Co-Operation and Development (OECD) praised the two-tier-system to be superior and more effective in monitoring management than the unitary system, which is in place in the majority of countries, including the United States of America (USA) and New Zeal