Das Verbot der Mehrfachvertretung im Aktien- und GmbH-Konzern

According to section 181 alt. 2 of the German Civil Code (BGB), a representative is generally prohibited from acting on both sides of a legal transaction (so-called prohibition of multiple representation). While the application of this legal provision has been clarified with regard to the general part of the German Civil Code, section 181 alt. 2 of the German Civil Code (BGB) and its purpose cause considerable practical and legal issues in intra-group transactions. This becomes especially problematic for group companies that are headed by one manager. The prohibition of multiple representation is inconsistent with the general principle of German intra-group law, which intends to allow for a connected intra-group management. In addition, in cases of intra-group transactions, the possibility of approval for such transactions by the person to be represented is subject to comparably strict formal requirements, which in practice cause additional efforts and legal uncertainty.
In her dissertation, the author examines, by way of dogmatic analysis, how this conflict can be resolved, and whether the legal specifics applying to intra-group transactions can be considered for interpretation of section 181 alt. 2 of the German Civil Code (BGB).