German Federal Supreme Court hold former shareholder liable

The German Federal Supreme Court has confirmed the liability of former shareholders, if a shareholder loan that was sold to and collected by a third party has been repaid by the company within one year prior to insolvency.

According to a recent decision of the German Federal Supreme Court, a sale of a loan which qualifies as a subordinated ‘shareholder loan’ (i.e lending by stakeholders with more than 10 per cent of equity) may lead to joint and several liability of the seller and the purchaser and, therefore could have a significant impact on future corporate restructurings of shareholder financing.

The claimant was an administrator of an insolvent limited partnership. The defendant was an indirect limited partner of this partnership. After having granted a loan to the limited partnership the defendant sold and assigned its claims for repayment of the shareholder loan to a third party. Ten weeks later, this third party collected the outstanding repayment claim from the limited partnership. After the limited partnership had filed for insolvency two months later, the administrator contested the loan repayment and claimed back the amount from the defendant (and not the third party)…

If you are registered and logged in to the site, click on the link below to read the rest of the Taylor Wessing briefing. If not, please register or sign in with your details below.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Briefings from Taylor Wessing

View more briefings from Taylor Wessing

Analysis from The Lawyer

  • merger deal

    Corporate crunch time: who will triumph at The Lawyer Awards 2014?

    As the equity capital markets rocketed back into favour and global M&A saw at least a partial return to form, there have been some rich pickings for The Lawyer’s Corporate Team of the Year award shortlisted firms in 2014. 

  • singapore orchid

    Singapore: Cash course

    The city-state is working hard to become a global wealth management hub, and law firms are gearing up for a prosperous new world

View more analysis from The Lawyer


5 New Street Square

Turnover (£m): 241.20
No. of lawyers: 860 (UK 200)
Jurisdiction: UK
No. of offices: 6
No. of qualified lawyers: 73 (International 50)
No. of partners: 29