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the previous law proceeded from the unilateral duty of the Vorstand
to care for the interests of the corporation, and therewith laid the foundation
for a purely capitalistic policy of (vested) interests, the new law establishes
a supreme rule of conduct for the management of the corporation,
based on the National Socialist principle that community interests precede the
interests of the individual, making this principle an integral part of the law
of the capitalistic type of enterprises. The Vorstand is to manage the
corporation in such a way as the welfare of the enterprise and of its staff
[Gefolgschaft] and the common interest of people and Reich require it. This
command characterizes the spirit of the new law. It establishes for the
management of the corporation two absolute postulates [unabdingbare
Forderungen]: a social-political one, concerning the welfare of the
enterprise and its workers, and an economic-political one, concerning
the common interest of people and Reich. The fulfilment of these postulates
belongs, in the National Socialist State, to the basic duties of the Vorstand.
If these duties, which are inseparably bound up with each other, are not
adhered to, the principles of responsible economic leadership
[verantwortungsbewusste Wirtschaftsfuehrung] are violated. If a corporation
endangers the common welfare through the conduct of its Vorstand, which
grossly violates the duties prescribed by par. 70, subpar. 1, the corporation
itself can be dissolved — imposing the most severe sanction —
without indemnification by the Reich Economic Court
[Reichswirtschaftsgericht] upon request of the Reich Minister of Economics
[Reichswirtschaftsminister] (par. 288).
The following significance in
particular is attributed to the basic duties of the Vorstand:
a. The
social duties.
In managing the corporation, the Vorstand is to take
care of the welfare of the enterprise and its staff [Gefolgschaft]. By
Gefolgschaft are meant not the stockholders, but the workers and
employees of the enterprise who, according to pars. 1 and 2 of the Law for the
Regulation of National Labor [Arbeitsordnungsgesetz], constitute, together with
the employer as the leader of the enterprise, the enterprise community
[Betriebsgemeinschaft]. The Vorstand, as legal representative of the
Aktiengesellschaft (par. 71, subpar. 1), is basically, by virtue of its
intrinsic powers [kraft eigenen Rechts], also the leader of the
enterprise in the sense of the labor law [im arbeitsrechtlichen Sinn] (par.
3, sub-par. 1). The economic-political and social-political management of the
corporation are thus in one hand (cf. hereto: Mansfeld ZAKDR 37, 628; Siebert
NS-Sozialpolitik 37, 411 sqq; Hueck- [...Nipperdey-Dietz ]
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