Der Schutz schuldrechtlicher Minderheitsrechte in der Verschmelzung

The dissertation focuses on the legal analysis of shareholder agreements in addition to the articles of association and shows how special rights relating to the originating company can be transferred towards the acquiring company in case of fundamental transactions such as mergers. Fundamentally, the publication examines minority protection under the German Transformation Act (UmwG) and, in particular, the possible formulation of fiducary duties through agreements outside the articles of association (e.g., rights of appointment to company bodies). Overall, the publication pro-vides a new combination of the dogmatics of contractual shareholder agreements with their need for protection, which is not only justified through procedural economy.