On 3 February 2009, the second memorandum of amendments including a change in the procedure for making distributions to shareholders was received5. The business community criticized the proposed liability rules for directors as directors were given power to approve distributions to shareholders. This put directors in a difficult position in the event the general meeting of shareholders decided to continue the distribution policy. Refusal to provide this approval could lead to an impasse in the decision-making process and put pressure on contact with the general meeting. In view of these objections, approval authority and the liability penalty of directors linked to this has been removed from the proposed bill. In the memorandum to amend the bill, the State Secretary of Justice will address the issues of responsibility and liability of directors (a director has an advisory voice in the general meeting) and the position of creditors during distributions.
The proposed approval powers given to the management board and the liability penalty linked to this have also been removed with respect to a reduction in the issued capital. The liability rules for directors have been maintained when acquiring own shares because the management board itself is the body authorized to purchase these shares.