Unternehmensnachfolge und Treuepflicht

This paper analyses corporate structures for family-owned companies. It focuses on the question of how the legal successors of a departing shareholder who was previously involved in the day-to-day running of the business can be integrated into the company – with a share in profits and losses, but without a say in day-to-day operations.
A key aspect here is the conditions and limitations on the effective restriction of shareholders’ rights, as well as the significance of the duty of loyalty under company law. The move away from the ‘core area’ doctrine and the reforms introduced by the MoPeG are also examined in the context of this issue.
This study focuses on the limited partnership without an external presence as a vehicle for the fiduciary management of silent partnership interests. It becomes apparent that the mutual fiduciary duties of the partners can be shaped both by a family constitution and – within the limits of Section 138 of the German Civil Code (BGB) – by private autonomy.