History 1990 until today
1990After the fall of the wall, the two foundations and their foundation companies in East and West Germany are reunited. In the Declaration of Biebelried, signed in May 1990, the boards of the participating companies declare that they desire a merger of all companies into a single Carl Zeiss Foundation.
A Letter of Intent between the state governments of Baden-Württemberg and Thuringia, the East German trust agency “Treuhand” and the participating companies stipulates the merger of the two Carl Zeiss foundations based in Heidenheim an der Brenz and Jena into one Carl Zeiss Foundation and the takeover of the optical and glass core
business of state-owned company Carl Zeiss Jena by Carl Zeiss in Oberkochen and Jena Schott in Mainz.
State Treaty between Baden-Württemberg and Thuringia defining the legal status of the Carl Zeiss Foundation.
Founding of the Ernst Abbe Foundation in Thuringia, to which the non-industrial assets of the Carl Zeiss Foundation Jena are transferred.
The statute is amended in accordance with the Letter of Intent of 1991. The Foundation Administration is a five-member Board of Trustees, consisting of the ministers responsible for research universities of the states of Baden-Württemberg and Thuringia, the chairman of the board of the “Kreditanstalt für Wiederaufbau” (Reconstruction Loan Corporation), the chairman of the board of the “Stifterverband für die deutsche Wissenschaft” (German organisation for higher education, science and research), and the president of the Max Planck Society. The expectation associated with the appointment of the Board of Trustees that broadening the competence in the Foundation Administration could render the structural problems of the existing foundation organisation that have been apparent for quite some time turns out to be unrealistic. The foundation bodies are discovering that only a fundamental adaptation of their status to the current social, economic and legal changes can solve the foundation's structural problems.
Beginning of the discussion on the revised version of the foundation statute. There is consensus that the major changes in tax, labour and corporate law and the now significantly different business activities of the foundation companies require fundamental reform. However, the bodies of the foundation and the various employee representatives have very different ideas as to what extent the statute can and should be adapted. This leads to legal disputes. As a result, the Stuttgart Higher Regional Court confirms the fundamental possibility of adapting the statute to changing conditions, under consideration of the conditions set forth by the statute.
Year of fundamental foundation reformThrough the spin-off of Carl Zeiss and Schott from the foundation with the establishment of independent joint stock companies, whose sole shareholder is the Carl Zeiss Foundation, the existing cross-guarantee system between the two foundation companies is dissolved. The Foundation is transforming from a direct corporate foundation to a shareholder foundation.
With the spin-off of the foundation companies entering into force through a corresponding entry in the commercial register, the foundation statute adapted to the changed general conditions becomes effective on 1 July 2004. As prior to 1996, the foundation administration is again performed by the two ministers responsible for the scientific universities of the states of Baden-Württemberg and Thuringia, who are supported by a managing director and a deputy managing director. Realising the economic interests of the foundation for the foundation companies, in particular exercising the foundation's rights from the stock shares, is in the hands of a three-member foundation board of trustees. The boards of the foundation companies jointly form the Board Advisory Council, which is involved in important decisions of the foundation in an advisory capacity. The previous regulations of the statute regarding the structure of the companies and the legal status of employees are compared with the current provisions of corporate, stock and labour law and harmonised to the extent necessary. As before, relevant and important regulations for the legal status of the employees are upheld in the amended statute (§§ 15-23) and now extended to the employees of the domestic operations of the affiliated companies of the foundation companies.