The future of codetermination after Centros: Will German corporate law move closer to the U.S. model?

Despite some dissenting voices, most US scholars agree that the maximization of shareholder wealth is by far the most important goal of US corporate law. The same cannot be said with regard to German corporate objectives. German corporate law is designed to serve the interests of employees as well as those of shareholders. This paper argues that the German legislature could legally, and with only minor modifications, extend the German system of codetermination to cover pseudo-foreign corporations, thereby protecting the German system of codetermination from the effects of the state of incorporation doctrine. Hence, there is no reason to believe that German corporate law will have to follow the US example of focusing solely on the maximization of shareholder wealth. Rather, German corporate law will be able to continue to focus on the interests of both workers and shareholders.