In case the general meeting is, according to the articles of association, responsible for the approval of the sale of shares with restricted transferability, the nomination of a replacement acquirer also requires the approval of the general meeting.
In principle, it is permissible for the sole shareholder-director of a GmbH to compete with his/her GmbH. Certain limits are set by the prohibition of return of contributions.
In its recently published decision 6 Ob 211/22d, the Supreme Court strengthened the relevance of an (omnilateral) syndicate agreement and made important statements on the protection against a threatened breach of the syndicate agreement.
In its decision 8 ObA 109/20t, the Supreme Court addressed the legal consequences of a Fake President Fraud, in the context of which a company was defrauded of tens of millions of euros, and on this occasion specified the principles of managing director liability.