Die Informationsbeschaffungspflicht des Vorstands einer AG: Ein Beitrag zur angemessenen Informationsgrundlage innerhalb und ausserhalb der business judgment rule

The paper essentially deals with issues of information procurement within the decision making process of managing directors against the background of avoiding liability. Dogmatically substantiated but with great practical relevance it is discussed in which situations a member of the board of directors must gather information when taking a decision, if he has a duty to obtain expert advice and when he may rely on obtained advice. The business judgment rule which is codified in paragraph 93 sec. 1 sentence 2 of the German Stock Corporation Act (AktG) is examined critically and the term "adequate information" is concretized. The paper also highlights the duty to inform within the fulfillment of legal duties of the members of the board of directors beyond the area of free entrepreneurial decision. As a practically manageable solution approach the author develops principals of information procurement for both areas, the free entrepreneurial decisions and the fulfillment of legal duties.