Satzungsdurchbrechende Beschlüsse in GmbH und AG

The legal concept of shareholder resolutions that breach articles of association has been established in German company law for almost a hundred years. In principle, the concept refers to resolutions that deviate from the provisions of the articles in an individual case but leave the articles unchanged for the future. However, the opinions expressed in court decisions and literature on this legal figure are highly fragmented and there is a great deal of uncertainty in practice. Moritz Pöschke presents a systematic overview of the situation and develops a dogmatically coherent and practically manageable way of dealing with it.