Die Haftung der Gesellschafter bei einer Verschmelzung mit einer insolvenzreifen GmbH

'Shareholder Liability in Mergers Involving an Insolvent GmbH': One potential restructuring mechanism is the merger of an over-indebted company with a solvent company. However, where the assets of the transferee are insufficient to satisfy all the liabilities of the transferor, the transferee may itself become insolvent. In substance, such a merger operates to the detriment of the transferee's creditors. Accordingly, the liability regime must be reconsidered in order to ensure adequate creditor protection.