Capital structure and corporate governance of Merck
Merck is organized as a Corporation with general partners (Kommanditgesellschaft auf Aktien - KGaA). At least one partner has unlimited liability for the company’s creditors (general partner). The others (shareholders) hold an interest in the share capital without any personal liability for the company’s debts. It is therefore a hybrid of an Aktiengesellschaft (German stock corporation) and a Kommanditgesellschaft with a focus on German stock corporation law.
Distinctive differences to the German stock corporation include:
- Existence of general partners, who essentially also manage the company’s business activities
- The absence of a Management Board
- Restriction of rights and obligations of the Supervisory Board
- Numerous resolutions made by the Annual General Meeting require the approval of the general partners
Capital Structure of Merck KGaA as of September 30, 2009
