Präventive Unternehmensrestrukturierung und Vertragsfreiheit

Corporate crises pose threats but also offer opportunities for a more efficient future. Against the background of the EU Directive on Restructuring and Insolvency ((EU) 2019/1023), implemented in German law through the StaRUG, this work systematically positions pre-insolvency corporate restructuring between contract law and insolvency law. Through economic analysis of hold-out behaviour, transaction costs and majority solutions as efficiency levers, the study develops a contract law understanding of preventive corporate restructuring and fundamentally illuminates the constitutional and market-conform legitimation of majority decisions outside insolvency proceedings.