Die Organtreuepflicht gegenüber Verbandsmitgliedern im GmbH- und Aktienrecht

Shareholders may suffer direct financial losses due to unlawful conduct by board members, even if the company itself is not harmed. The liability system of GmbHs and AGs is insufficient in addressing such member damages. A possible solution is the application of § 311 Abs. 3 Sentence 1 BGB. Those acting in an official capacity can influence the financial interests of shareholders through their authority. By joining the association, shareholders voluntarily extend their legal sphere and relinquish their previously held defensive isolation in the extra-contractual domain. Extending third-party liability under § 311 Abs. 3 Sentence 1 BGB to such cases would be prudent.