Die Lehre vom fehlerhaften Organverhältnis am Beispiel des fehlerhaft bestellten Geschäftsführers der GmbH

»The Doctrine of Defective Board Memberships Exemplified by the Invalid Appointment of a Director to a Limited Liability Company«The invalid appointment of an individual to the board of a corporation entails a variety of problems. Under general civil law principles, the involvement of an invalidly appointed board member may, for example, render all board resolutions null and void. The doctrine of defective board memberships aims to prevent such issues by treating the relevant member as an actual board member until her removal from office. The thesis discusses the requirements for and legal consequences of such a doctrine.