Die Vertretung der Kapitalgesellschaft gegenüber ihren Geschäftsleitern

The paper addresses the question of the extent to which managing directors may represent a corporation if they themselves or persons close to them are affected by the legal transaction. The focus is on conflicts of interest arising from the duty to act exclusively in the interests of the company. Relevant civil and corporate law ­regulations – such as Section 181 BGB, Section 112 AktG or Section 46 No. 5 GmbHG – as well as their practical application for AG, GmbH, KGaA and SE are examined. The aim is to draw a comprehensive picture of the power of representation and to deal with the central problem areas in a dogmatically sound and practical manner.