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IV - Germany

Judicial and Academic Development in the Shadow of Legislative Neglect

from Part 2 - Operation

Published online by Cambridge University Press:  14 October 2022

Alan K Koh
Affiliation:
Nanyang Technological University, Singapore
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Summary

Chapter IV examines the withdrawal remedy in Germany, arguably the earliest major jurisdiction to introduce a close corporation legal form – the GmbH. The history of German GmbH law, especially the law of member withdrawal, belies Germany’s image and reputation as a ‘civilian’ jurisdiction. Despite the GmbH’s beginnings as a revolutionary invention of the German legislator, GmbH law is since little touched by major legislative reform, and heavily shaped then and now through German judicial precedent and academic literature. Member withdrawal for ‘good cause’ (Austritt aus wichtigem Grund), developed in the absence of express statutory provision, is an example of this par excellence. The flexible core concept of ‘wichtiger Grund’, which supports withdrawal in a wide variety of circumstances, powerfully demonstrates withdrawal’s value in the close corporation context. Germany’s experience illuminates the path for jurists of any jurisdiction interested in developing a functioning withdrawal regime of its own – even if politician-legislators accomplish and contribute nothing.

Type
Chapter
Information
Shareholder Protection in Close Corporations
Theory, Operation, and Application of Shareholder Withdrawal
, pp. 90 - 127
Publisher: Cambridge University Press
Print publication year: 2022

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  • Germany
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.005
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  • Germany
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.005
Available formats
×

Save book to Google Drive

To save content items to your account, please confirm that you agree to abide by our usage policies. If this is the first time you use this feature, you will be asked to authorise Cambridge Core to connect with your account. Find out more about saving content to Google Drive.

  • Germany
  • Alan K Koh, Nanyang Technological University, Singapore
  • Book: Shareholder Protection in Close Corporations
  • Online publication: 14 October 2022
  • Chapter DOI: https://doi.org/10.1017/9781108634618.005
Available formats
×