Der Fremdgeschäftsführer im Konzern

The liability regime of corporate law is based on the premise that the options to influence and liability correspond with each other. Managing directors of dependent companies are subject to the instructions of the parent company. These managing directors are often simultaneously employees of the parent company and therefore subject to instructions twice over. Multiple instructions can lead to severe conflicts. If the managing director carries out an instruction due to such a conflict and this damages the dependent company, he or she is personally liable without limitation. The author of the dissertation examines the extent to which the general manager is obliged to follow instructions and the corresponding liability risks. In this respect, it is essential whether the minority and creditor protection purposed by corporate law can and must be limited due to the managing director’s status as an employee.