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Duties of loyalty are generally recognised in company law and in particular in the case of the company with limited liability (GmbH) in established case law. Duties of loyalty exist not only between the shareholders and the company, but also between the shareholders themselves. These duties of loyality can vary
Shareholder resolutions that violate the law (e.g. participation of a shareholder who is excluded from voting rights) or the articles of association can be challenged by the outvoted or an absent shareholder who was not properly invited to the shareholders’ meeting, by filing a lawsuit against the company. Outvoted shareholders
The GmbH shareholder has a comprehensive right to information from the company, which, according to case law (6Ob11/08y), also includes the right to inspect the books. A shareholder may not only inspect the books of the company but also of the wholly-owned subsidiaries of the company within fourteen days prior