Schutz außenstehender Gesellschafter im GmbH-Vertragskonzern

Notwithstanding its significant practical relevance, the scope of protection of minority shareholders of a GmbH which is party to an enterprise agreement (Unternehmensvertrag) is highly disputed in legal literature. These disputes in particular revolve around the requirements for conclusion of enterprise agreements, rights of withdrawal and pecuniary rights as well as appropriate judicial remedies.

The author rejects the opinion frequently supported in legal literature requesting an unanimous consent of all shareholders to the conclusion of domination and/or profit and loss transfer agreements, and endorses a protection system comprising of compensation and settlement payments and describes in detail the particularities of application to GmbHs by analogy of the relevant provisions of stock corporation law relating to corporate groups.