Haftung bei fehlerhaftem Rechtsformzusatz

Since the means of creditor protection and director or shareholder liability differ across different legal forms, appropriate information is essential to avoid abuse and an eventual ‘Market for Lemons’. While the duty to correctly state a legal form vis-a-vis third parties is therefore unanimously accepted, the consequences for its violation are subject to significant debate. Those approaches differ in terms of the appropriate subjects (merely directors or every employee) and the degree of damages (reliance damages or expectation damages) as well as the amount of fault (intent or mere negligence). In this work, Pietzarka outlines the reasoning given for these solutions and their respective deficiencies and develops a superior alternative in line with the European Union framework and German legal tradition. This work was distinguished with a prize by Esche Schümann Commichau Stiftung.