Die Haftung der Gesellschafter und der Geschäftsführer ausländischer Kapitalgesellschaften nach deutschem Recht (English shop)

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The author describes the effects of the more recent case law of the ECJ (Centros, Überseering, Inspire Art) at the interface between freedom of establishment and company law, and its implications for the possibilities of holding those responsible for foreign limited liability companies liable under German law.

The book focuses on the grounds of liability of the liability of persons acting on behalf of the company pursuant to § 11 II GmbHG, liability for failure to register a branch office pursuant to §§ 13d et seq. HGB, and liability in tort (§ 823 II BGB in conjunction with foreign protective statutes). Special grounds of liability such as those of material undercapitalisation, commingling of assets or liability for destruction of the company’s existence are examined, as is liability for delaying insolvency proceedings.

Finally, the liability of managing directors and shareholders of non-European limited liability companies under German law is also addressed. In a concluding summary, the author provides an outlook on the developments to be expected in national company law in the future and discusses recommendations for practice.