Gesellschafterdarlehen und Haftungsdurchgriff

The German law on shareholder loans (capital substitution) and the doctrine of piercing the corporate veil have long been subject to vigorous discussions. However, these discussions often got bogged down in details. There is still no common understanding of the normative and economic underpinnings of the two doctrines. Daniel Halmer attempts to do the necessary groundwork. He views capital substitution and veil piercing as an economic derogation of the principle of limited liability. Against this background he develops the legal economics of undercapitalization along the lines of these doctrines and concludes with a specific functional criticism of the law currently in force and proposals for future reforms.