Corporate governance issues in Canadian-German Dual Listed Companies

Despite the global presence of Dual Listed Companies (DLCs) legal literature has not yet awarded much attention to this special company structure set out to combine the businesses of two corporations located in different countries. As with all cross-border mergers, the DLC structures are complex subject matter due to the fact that they involve more than one jurisdiction and different governance systems. This thesis addresses various corporate governance issues that arise when a Canadian and a German company merge under a DLC structure. In particular, it demonstrates the challenges that the DLC structure provides to shareholders and boards of directors in both jurisdictions, namely the mere difficulty of ascertaining how the DLC provisions in the DLC agreements operate alongside the Canada Business Corporations Act (CBCA) and the German Stock Corporation Act, respectively. It argues that notwithstanding existing legal obstacles a homogeneous DLC-model of a Canadian and German publicly traded company can be implemented.