von Göler (Hrsg.) / Christian Rolf / § 37

§ 37 Restrictions on power of representation

(1) The directors shall be obligated vis-à-vis the company to observe those restrictions which have been set out in the articles of association as regards the extent of their power to represent the company or, unless otherwise provided therein, by resolutions passed by the shareholders.

(2) A restriction of the directors’ power to represent the company shall have no legal effect in respect of third persons. This shall in particular apply to those cases in which the representation is restricted to certain business or types of business only or only under certain circumstances or for a certain period of time or in specific places, or where the consent of the shareholders or a company organ is required for the conduct of specific business.

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Author / Law firm

Willkie Farr & Gallagher

Christian Rolf
crolf@willkie.com

Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099 US
T 212 728 8000
F 212 728 8111

Practice areas

AntitrustAsset ManagementGovernment RelationsLitigationReal EstateTaxMergers and AquisitionsEnvironment

Profile of the law firm

Willkie is an elite international law firm of approximately 650 lawyers located in nine offices in six countries. For more than 125 years, we have represented companies across a wide spectrum of businesses and industries, most notably financial services. The firm is comprised of attorneys who are recognized as some of the world’s foremost practitioners in their respective areas.

Client Service

Willkie’s collaborative approach is entrepreneurially inspired and client focused. Clients grow with us over time. They hire us because of our reputation and our experience, and then build longstanding allegiances based on results and the collegial process by which they are achieved. Our focus on client service includes:

A pragmatic approach to the practice of law that puts the client first and forms the basis for longstanding relationships
Best-in-class practices that are frequently recognized by peers, clients and independent review publications
An attention to successful collaboration that encourages our bright and energetic lawyers to serve clients’ needs while maintaining high ethical standards and treating others with respect
Lawyers who possess the legal knowledge and experience to handle any transaction and the ability to communicate effectively with clients

Our International Reach

Willkie’s international experience—including the representation of U.S. and international corporations throughout all regions of the world—is both deep and broad. Located in key business centers throughout the world, Willkie is comprised of the best local market talent in shared strategic areas of practice. Each of our European offices is ranked and recognized within its country as a top local firm. This is an extraordinary distinction and speaks to our specific focus on having the best local talent in each office. Our ability to provide sound judgment and sophisticated legal advice, coupled with significant knowledge of a region’s particular rules and regulations, financial and political regimes, and customs and culture, ensures that clients seeking to conduct cross-border business get the maximum benefit from our vast experience.

Strategic orientation

Strategically Focused Areas of Practice

Our firm’s shared areas of concentration and services are aligned to ensure high quality and consistently responsive counsel across our international network of offices. Our continuous focus on the synergies within our firm is supported by a firm culture that values collaboration and cooperation.