A capital increase requires a joint review of funding purpose, subscription terms and minority position.
Your shareholder dispute team
Dispute team for shareholders and managing directors
A shareholder dispute calls for corporate law, litigation strategy and commercial understanding from one team. Mag. Bernhard Brandauer is responsible for the legal advice; depending on the conflict, further specialised lawyers of the firm support safeguards, evidence, negotiations and court enforcement.
Contact the teamA capital increase can change shareholding percentages. In a dispute, however, it is not enough to show dilution mathematically. The measure, issue terms and minority access must be assessed together.
Preserve the draft, funding documents, deadline and subscription terms before the vote.
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Under section 52 GmbHG, first identify whether and by how much the registered capital is to be increased and new contributions assumed. Funding need should be supported by figures, liquidity planning and use of funds.
Review issue price, payment terms, acceptance period and information given to every shareholder. The minority must be able to understand how it can participate and what non-participation means.
Under section 52 GmbHG, first identify whether and by how much the registered capital is to be increased and new contributions assumed. Funding need should be supported by figures, liquidity planning and use of funds.
A mere increase in majority influence is not a substitute for a credible corporate purpose. The concrete structure and its financing effect remain decisive.
Review issue price, payment terms, acceptance period and information given to every shareholder. The minority must be able to understand how it can participate and what non-participation means.
Different terms for individual subscribers require a specific reason. Models should show percentage, voting weight and economic burden before and after the measure.
The resolution, assumption of new contributions and company-register completion are separate steps. A dispute about the resolution is not identical to a dispute about later registration.
Preserve minutes, subscription declarations and register documents. If the resolution may be defective, identify the remedy under section 41 GmbHG in light of the actual sequence.
No. Mathematical dilution alone is not decisive. Purpose, terms, equal treatment and access must be reviewed together.
Shareholding, funding documents, draft resolution, subscription terms and communications about the offer.
No. Resolution, subscription, payment and register completion are separate review stages.
Safeguard, challenge and enforce shareholder disputes. Portal for active GmbH conflicts covering first safeguards, resolution challenge, exclusion and preliminary injunction.
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