Representation in shareholder disputes and on the departure of shareholders
Disputes between shareholders strain not only personal relationships but often the business itself. We represent your interests out of court and before the courts, always looking for commercially viable solutions as well.
The key points at a glance
Typical points of dispute
Disputes frequently concern the removal of managing directors, the appropriation of profits, information rights, breaches of non-competition obligations or the validity of shareholder resolutions. Defective resolutions of a GmbH may be challenged by means of an action for annulment or a declaration of nullity. Short time limits apply.
Departure and exclusion
Depending on the legal form and the agreement, a shareholder may leave by giving notice, withdrawing or being excluded for good cause. In a GmbH, the redemption of the share is a particular option, provided the articles of association permit it.
Severance payment
A departing shareholder is, as a rule, entitled to compensation which, in the absence of any provision to the contrary, is based on the market value of their shareholding. Contractual restrictions on compensation are permissible but must not result in a gross disproportion to the actual value.
Interim relief
Where disadvantages are imminent, for example through the implementation of a disputed resolution, urgent judicial relief may be available. In corporate law, however, the requirements for this are high.
How we proceed
We review the articles of association, resolutions and correspondence and give you a realistic assessment of your legal position.
Together with you, we decide whether a negotiated solution, mediation or court proceedings would best serve your objectives.
We conduct the negotiations, draft settlement and exit agreements and, where necessary, represent you before the courts or an arbitral tribunal.
Frequently asked questions
Can a fellow shareholder simply be excluded from the GmbH?
Exclusion generally requires good cause or a corresponding provision in the articles of association. Whether the requirements are met is always a question of the individual case.
How is the compensation calculated?
The articles of association are the starting point. Where they contain no provision, the market value of the shareholding is generally decisive, which is usually determined by means of a business valuation.
Your contact
Talk to us.
Gewürzmühlstraße 5 · 80538 Munich