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The Mazal Libraryabove, on the
coresponsibility of each individual Vorstand member for the actions and
occurrences in other departments, apply in this connection also.
Coresponsibility could, a priori, apply only to whatever had emerged
clearly from the original motion. If a Vorstand member was, moreover, justified
because of the expert knowledge of the business manager responsible in
considering his proposal as favorable, and if he did not himself possess
sufficient expert knowledge to enable him to detect any flaws in the argument,
he must not be blamed for failing to oppose the motion, or for supporting it.
It was perhaps that interpretation which led to the practice, in the Vorstand
and committee meetings of the I.G. Farbenindustrie A.G., of refraining from
taking a formal vote, i. e., of counting the number of members for and against
a motion, but of merely waiting for an objection, if any.
5. With
regard to the decisions and measures taken by the "Working Committee" in
accordance with the earlier bylaws valid until 1937, it should be pointed out
that it was quite legitimate, in accordance with the commercial code then
valid, to appoint committees which were alone responsible for measures which
exceeded the limits of normal current business. The result was that those
Vorstand members who did not belong to such a working committee could not be
held responsible for decisions taken by that committee. They could only be
considered as in duty bound to bring about a change in decisions and, if
necessary, to inform the Aufsichtsrat, if they were forced to see in those
decisions either offenses against the law or dereliction of duty.
In
conclusion I should like to emphasize once again that in the above expert legal
opinion I have dealt with the responsibility of the Vorstand members of an
Aktiengesellschaft in civil law only. Responsibility in criminal law is an
entirely different matter. To mention one point only, a man is responsible in
civil law not only in cases where there has been intent, but in all cases of
negligence, whereas in criminal law, a criminal action invariably presupposes
intent on the part of the defendant. I have given the above expert legal
opinion to the best of my knowledge and belief and in accordance with my
professional convictions. |
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| [signed:] DR. WALTER SCHMIDT |
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