Voting prohibition of the controlling shareholder when initiating directors’ and officers’ liability claims in the controlled company; minority shareholders are not at the mercy of the majority company without protection.
When stock corporation board members appoint themselves as managing directors of a wholly-owned GmbH (German Limited Liability Company) subsidiary (the Company), the law may reach its limits.
BGH judgment from 14.04.2023 Ref. II ZR 162/21: According to the partnership agreement of a German limited commercial partnership (GmbH & Co. KG), a limited partner in the legal form of a GmbH was solely authorized to manage the company.
BGH (German Federal Court of Justice) strengthens the principles on the prohibition of voting in own matters – the prospects of success of legal action in liability matters are irrelevant
