DiKE Der vollständige Kapitalschnitt – Kapitalherabsetzung auf null mit Kapitalerhöhung

The capital reduction (also known as harmonization) can be used to restructure companies. When the share capital is completely reduced, shareholders who do not participate in the recapitalization lose their shareholder status - even against their will. For this reason, the law requires a restructuring purpose and a subscription right that cannot be revoked for important reasons, contrary to general rules. This St. Gallen dissertation specifically addresses the complete capital reduction. It discusses questions such as when a capital reduction should be carried out, when the legally required restructuring purpose exists, and what the irrevocability of the subscription right concretely means. Among other things, it is argued that the restructuring purpose does not require a return to the previous amount and that the irrevocable subscription right should be removed de lege ferenda. Finally, the work examines the capital reduction in the ongoing revision of corporate law and proposes ideas for reform.