Rechte und Pflichten des Minderheitsgesellschafters beim Kapitalschnitt in der GmbH

In a personally structured limited liability company (GmbH) with hardened fronts among the shareholders, a minority shareholder is generally unable to prevent a capital reduction aimed at overcoming a crisis of the company due to their stake. The author therefore examines the legal position of the GmbH minority shareholder in the context of capital reduction during restructuring. A key focus of the work is to illustrate the extent to which material constraints, namely the principle of equal treatment, the duty of loyalty, and the requirement of objective justification, protect the minority during a capital reduction. Additionally, the question is explored whether the voting and participation obligations of the minority shareholder can be derived in the context of capital reduction.