Der Kreditgeber als faktischer Geschäftsführer einer GmbH

Especially in times of an emerging crisis credit grantors influence the fate of their debtor companies and actively take part in their recapitalization. Certainly these advances are justified on legitimate interests. However, it can lead to an endangerment of the company and its creditors. The author considers the question to what extent the figure of the shadow director (“faktischer Geschäftsführer”) can limit the permissible exertion of influence by credit grantors. Firstly he examines the concept of the shadow director in general and analyzes its dogmatic basis and legal consequences with regard to the company with limited liability (“GmbH”). Furthermore, he focusses on the still open question, whether and on what conditions credit grantors can be qualified as shadow director of a company with limited liability and finally how liability can be avoided in practice.