Die externe Gesellschafterklage

Section 715b of the German Civil Code (BGB), which entered into force on 1 January 2024, codifies the shareholder action for the first time: accordingly, any partner may assert claims of the civil law partnership (GbR) in their own name if management breaches its duty by failing to do so. Pursuing a third-party debtor is also permissible if they were aware of or participated in this breach of duty. This requirement is based on Federal Court of Justice (BGH) case law spanning more than 60 years. Following a careful review of this jurisprudence, the author concludes that given altered circumstances, the debtor's knowledge or involvement is no longer required. Finally, the author proposes an alternative wording for Section 715b BGB.