Theresa BöckDie Besonderheiten des Gesellschafterausschlusses bei zweigliedrigen Gesellschaften mit beschränkter Haftung

About this book deutschenglish

Disagreements between partners are a daily occurrence in business life. There are many reasons for this: dissatisfaction with the distribution of tasks, lack of support from the business partner, mistrust or even private problems. In addition to notable examples in well-known large corporations, there are also less prominent, but nevertheless significant conflicts, mostly in small and medium-sized companies. Particularly in the case of two-tier companies with equal distribution of votes, conflicts can arise to such an extent that stalemate situations arise which endanger the company's ability to act.

One possible solution is the introduction of so-called shoot-out clauses, in particular the Russian Roulette- and Texas Shoot-Out clauses, in the articles of association. The aim of implementing such provisions is then to provide the shareholders with an instrument for resolving deadlock, so that in such cases an exit procedure can ultimately be initiated voluntarily, resulting in the compulsory exclusion of a shareholder. The result of this exit procedure is then a one person company that is capable of acting. The special feature of shoot-out clauses is already apparent here: the voluntary element of initiating the procedure is combined with the element of forced change in the shareholder structure.

In addition to a classification in the systematics of the other common exclusion possibilities, the exclusion clauses that have so far been considered permissible in case law and literature are critically assessed in this study. In particular, the focus is on the potential for abuse when the shoot-out procedure is carried out. In addition, a new formulation of these clauses is proposed and it is examined whether the creation of a legal standard in the German GmbH-Gesetz to increase the application rate of the shoot-out clauses would not also be conceivable, since de lege lata such a norm does not yet exist.

Ihr Werk im Verlag Dr. Kovač

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