Gewinnthesaurierung und Minderheitenschutz in der Personenhandelsgesellschaft als Konzernobergesellschaft

This study examines the question as to whether the payout claims the partners are entitled to has to be included in the irrevocable core membership. An answer to this questition is developed with the assistance of the membership rights history and in the context of the evolution of the accounting rules. The study also clarifies how the payout claims of the partners of a partnership that heads a group of companies is to be understood on the group demensional level and what effects profit retention decisions have as far as the protection of the minority partners in the controlling partnership is concerned. Last, but not least, the paper discusses whether a profit retention authorization of the majority partners related profits of the controlling partnership has to be interpreted on the level of group dimension. The problem is depicted on the basis of the case law of courts of instance in the Otto case.