Collectivism and Individualism in Corporate Law – On the Influence of Corporate-Law Paradigms on Legal Development in Germany and the United States

• Applicant: Dr. Alexander Sajnovits
• Subject Area: Private Law
• Term: from 2025 to 2026
• Project identifier: Deutsche Forschungsgemeinschaft (DFG) - Project number 576242791

The dichotomy between the rigidity of charter clauses and the freedom of contract in the context of corporate law, the legal autonomy of the stock corporation, the corporation's purpose that is independent of its shareholders, the corporation's organizational law, and the status of its shareholders, collectively pose fundamental questions for the discipline. Is the company’s charter a contract whose contents the shareholders may freely determine? Is the corporation’s purpose confined to maximizing profits—or even its share price—or must the interests of other stakeholders, or indeed the common good, also be taken into account? To what constraints are those who act on the corporation’s behalf subject, and to whom are they accountable? What role is assigned to the shareholders, and how can they influence the corporation and its management? In doing so, are they themselves bound by legal obligations toward the company, their fellow shareholders, or even the public at large? In the context of German law, on the one hand, and U.S. law, on the other, these issues are addressed within two contrasting corporate-law paradigms. These paradigms establish a shared framework within which theory is developed, scholarly discourse is conducted, and both adjudication and legislation take place. This framework is predicated on a shared scholarly language, congruent foundational concepts of legal order, and an essentially common worldview; in the sense of Ludwig Fleck, one might speak of "thought styles." The distinguishing characteristics between these paradigms or thought styles can be concisely delineated by the antitheses of collectivism, as exemplified by Germany, and individualism, as typified by the United States. This divergent starting point has had—and continues to have—far-reaching implications for the development of corporate law in the two jurisdictions. The objective of my study is to ascertain the paradigms that underpin the corporate-law discourse and evolution in Germany and the United States. In addition, the study traces and situates corporate law evolution in both jurisdictions against this backdrop. Furthermore, it highlights certain discrepancies between the German and U.S. corporate-law regimes that can be explained on the PD Dr. Alexander Sajnovits, M.Sc. (Oxford) Privatdozent Johannes Gutenberg-Universität Mainz Professurvertreter Universität Münster basis thus established. In light of several recent developments that hold the potential to reshape corporate law, the study also examines possible paradigm shifts and, in that context, a potential convergence of the two legal orders. Consequently, the investigation focuses on the corporate-law paradigms themselves, their roots in the intellectual history of the two systems, and the doctrinal consequences that have ensued. This perspective reveals significant disparities in the internal and organizational legal framework of corporations within these two legal systems. These disparities give rise to not only doctrinal divergences but also practical discrepancies. Consequently, this study offers valuable insights, including for the field of comparative legal scholarship.

• DFG Programme: Publication Grants