The question of how to best organize the governance structure of corporations in order to reconcile the various interests involved in a corporation has a long history. Legal and economic scholars from around the world have debated the issue since 1937, the year economists Adolf A. Berle and Gardener C. Means identified the agency cost problem inherent in the structure of the modern corporation (i.e. the separation of control from ownership rights). / Nowadays this debate has gained an added dimension. The consequences of the increasing globalization of economies raise the question as to whether this will also lead to the harmonization of national systems of corporate governance. / More particularly, this thesis analyses the possibility and consequently the direction of convergence between the German and the American system of corporate governance, despite significant differences in their structure, mechanisms and more generally, in the micro and macroeconomic environment.

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It is the objective of this comparative thesis to analyze how Canadian and German legislators have addressed the compromise between minority shareholder protection and flexibility in the regulation of going private transactions. The structure of this study follows the distinction between indirect and direct-methods that are available to a controlling shareholder who sets out to eliminate minority shareholder participations in order to become the exclusive shareholder of a corporation. In fact, both jurisdictions under consideration provide for a complex regime of corporate and securities law to govern going private transactions. The interplay of corporate and securities law produces a typical regulatory conflict between the goals of shareholders as opposed to investor protection on the one hand, and the purpose of a flexible corporate law regime and efficient capital markets regulation on the other hand. This comparative analysis evidences the respective advantages and disadvantages of the Canadian and German regimes and provides for regulatory prescriptions that result from the comparison.