Alle Beiträge zum Stichwort: Federal Court of Justice (BGH)
CORPORATE
BGH (German Federal Court of Justice) confirms minority protection in a de facto group
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.
CORPORATE
Prohibition of voting in shareholders’ meetings
When passing a resolution on initiating a legal dispute against a third-party company or on the out-of-court assertion of claims against the third-party company, those GmbH shareholders who hold all shares in the third-party company are subject to a voting ban.
CORPORATE
GmbH & Co. KG (limited commercial partnership): Federal court of justice (BGH) completes its case law on management liability
CORPORATE
BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing
BGH Judgement: Self-appointment of managing directors in the group and the prohibition of self-dealing In group structures, it is not uncommon for members of the management board of a stock corporation to become involved in the management of subsidiaries. However, 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. Whether and under what conditions a “self-appointment” is possible and whether the interposition of an authorized representative changes anything – the Federal Court of Justice (BGH) ruled on this at the beginning of 2023 (BGH, judgment of 17.01.23, ref.: II ZB 6/22).