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This page intentionally left blank
 CREDITOR PROTECTION
IN PRIVATE COMPANIES

Limited liability companies form the backbone of our modern

economy. However, there is a persistent risk of moral hazard on the
part of directors and shareholders, particularly in closely held or
private companies. Like all developed legal systems, both English and
German law provide mechanisms designed to protect creditors from
such risks. This book investigates some of these mechanisms, including
the avoidance of pre-insolvency acts, capital maintenance and
creditor-regarding duties of directors. By analysing the different
conceptual and doctrinal perspectives inherent in the English and
German systems, this book seeks to advance a discourse between
audiences with different legal backgrounds. It will be an invaluable
guide for those wishing to understand how the protective mechanisms
operate and interact with each other, and how they do so in quite
different ways in the two jurisdictions.

t h o m a s b a c h n e r is Assistant Professor at WU (Vienna University

of Economics and Business).
CREDITOR PROTECTION
IN PRIVATE COMPANIES
Anglo-German Perspectives for a
European Legal Discourse

THOMAS BACHNER
CAMBRIDGE UNIVERSITY PRESS
Cambridge, New York, Melbourne, Madrid, Cape Town, Singapore, São Paulo

Cambridge University Press

The Edinburgh Building, Cambridge CB2 8RU, UK
Published in the United States of America by Cambridge University Press, New York

www.cambridge.org
Information on this title: www.cambridge.org/9780521895385
© Thomas Bachner 2009

This publication is in copyright. Subject to statutory exception and to the

provision of relevant collective licensing agreements, no reproduction of any part
may take place without the written permission of Cambridge University Press.
First published in print format 2009

ISBN-13 978-0-511-51794-5 eBook (NetLibrary)

ISBN-13 978-0-521-89538-5 hardback

Cambridge University Press has no responsibility for the persistence or accuracy

of urls for external or third-party internet websites referred to in this publication,
and does not guarantee that any content on such websites is, or will remain,
accurate or appropriate.
 CONTENTS

Contents page v
Preface ix
Table of abbreviations xi
Table of legislation xv
Table of cases xxiv
Terminology xxxv

1 Introduction 1
A Creditor protection – a focal point of current
developments 1
1 The Centros case: from Denmark to Delaware 1
2 The European regulation on insolvency proceedings 5
3 The interconnectedness of company law and
insolvency law 7
4 Recent developments in a nutshell 12
B Comparative legal methodology and the quest for a
European legal discourse 19
1 ‘Europäische Rechtswissenschaft’ 19
2 A functional approach to creditor protection 20
3 Beyond functionalism 23
4 Understanding foreign law – from Auslandsrechtskunde
to a European legal discourse 25
C The scope and aims of this book 31

2 Avoidance of acts that are detrimental to creditors 39

A Introduction 39
B The relevance of insolvency and ‘twilight periods’ 43
1 Avoidance remedies outside insolvency proceedings 43
2 Additional grounds for avoidance in insolvency 45

v
vi c on te n ts

3 Insolvency tests and twilight periods 47

C Detriment to creditors 50
1 The English approach 50
2 The German approach 55
3 Casting the net wide enough: ‘legal act’
versus ‘transaction’ 57
4 Direct detriment, unequal bargains and ‘pure detriment’
to creditors 62
5 Indirect detriment 67
D Subjective elements in avoidance grounds 68
1 The debtor’s bad faith as justification for avoidance 68
2 The counterparty’s awareness and alternative ways to
protect commercial certainty 77
E Connected persons 84
1 Germany 85
2 England 88
F Summary and outlook 90

3 Capital maintenance and unlawful distributions 94

A Introduction 94
B Capital maintenance and the boundaries of
lawful distributions 97
1 Capital maintenance defined 97
2 Capital, assets and the nature of distributions 101
3 Components of equity capital and restrictions
on distributions 105
4 Equity capital available for immediate distribution 110
5 The potential usefulness for creditors 114
C Remedies to reverse unlawful distributions 115
1 The statutory basis 115
2 Treating concealed distributions as unlawful
distributions 122
3 Distributions by way of value transfers to related
third-party recipients 131
D Excursus: Equity-substituting shareholder credit
(eigenkapitalersetzender Gesellschafterkredit) 138
E Summary and outlook 141

4 Directors’ liability for contraventions of capital

maintenance rules 145
A Introduction 145
 c on te n ts vii

B Directors’ duties and contraventions of capital

maintenance rules 146
1 Comparative classifications and the need for
conceptual clarity 146
2 The German approach to directors’ duties and
capital maintenance 152
3 The English approach to directors’ duties and
capital maintenance 158
C Recipient liability based on a director’s breach
of fiduciary duty 174
D Summary and outlook 178

5 Directors’ liability for conduct in the vicinity

of insolvency 180
A Introduction 180
B Directors’ duties towards creditors in Germany: a victory
of delict over insolvency law 183
1 Directors’ personal liability in delict – internal
versus external liability 183
2 Delictual liability for Insolvenzverschleppung
(delayed filing for insolvency) 188
3 An interim summary and an explanation 204
C Wrongful trading and directors’ duties in English law:
variety for its own sake? 208
1 Problems and perspectives – switching between
legal systems 208
2 The legal nature of wrongful trading 212
3 Wrongful trading and directors’ duty to exercise
reasonable care, skill and diligence 229
4 Wrongful trading and directors’ fiduciary duty to
consider the interests of creditors 235
D Summary and outlook 244

Conclusions 248

Appendix: Statutory provisions 257

Editorial note on German sources 280
Bibliography 283
Company Law Review consultation documents 305
Index 307
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 PREFACE

This book represents a thoroughly revised and updated version of my

Ph.D. thesis approved by the Law Faculty at Cambridge University in
2006. The entire process that has led to this book has occupied the better
part of a decade, and the end result is a far cry from the original plan.
The book is an attempt – and it cannot be more than that – to write
about German law and English law in a manner designed to make the
exposition accessible to readers from each of the two jurisdictions by
taking account of their respective conceptual and terminological
background. My own status as an outsider, being neither German nor
English, will hopefully have contributed to a fair balance between the
two. Obviously, my legal education and academic roots in Austria, with
its proximity to Germany especially in the field of company law, meant
that the true voyage of discovery for me started only when I was given
the fascinating opportunity to explore English law at Cambridge
University.
I owe a sincere debt of gratitude to Eilı́s Ferran, who took on the
charge of being my Ph.D. supervisor – and a charge it must have been
with a supervisee constantly venturing off to do things he was not
supposed to do – and who subsequently masterminded the publication
of the book with Cambridge University Press. I also owe an intellectual
debt to Simon Deakin and Brian Cheffins, each of whom taught me in
his own manner and style that there is more to company law than I had
hitherto thought. Thanks must go to Roderick Munday, Tony Weir and
Pippa Rogerson for instilling in me an enthusiasm for the Common
Law. Upon the introduction by Eva Micheler, Sarah Worthington and
Paul Davies entrusted me with teaching their undergraduate classes at
the London School of Economics on company law for two consecutive
years (2001–2002 and 2002–2003). It turned into an immensely valuable
experience for me, because it forced me to come to terms with English
law in a very direct and almost brutal manner. Subsequent to the
submission of the thesis, John Armour and Heribert Hirte, being the
ix
x p r e fa ce

examiners for the Ph.D., as well as one anonymous German referee

made valuable suggestions for the improvement of the text. Over the
years all these influences have come together and shaped this book into
something I could not have imagined at the outset of the process. In the
run-up to publication Vanessa Wilcox, Laurence Marsh and Donna
Stockenhuber critically examined the whole text, while Christina Gasser,
Olga Horwath, Veronika Korom, Helena Nejedlá and Felix Prechtl
provided technical support. Naturally, I am solely responsible for all
mistakes that remain.
In order to carry out my research at Cambridge I was on leave from the
University of Economics and Business Administration in Vienna during
the years 2000 to 2004. This would not have been possible, first, without
the understanding of my academic mentor Peter Doralt, who greatly
encouraged me to go abroad. It would also not have been possible
without generous funding from a number of sources. The Austrian
Science Fund (FWF), the Austrian Federal Ministry of Education and the
Emil-Boral-Stiftung, Zurich provided living allowances at various stages.
Smaller grants were made available by the University of Economics and
Business Administration (from its OeNB-Förderpreis), the Cambridge
European Trust, the Helmuth H. Merlin-Stiftung, the Graf Hardegg’sche
Doktoren-Stiftung and the Walther Kastner-Stiftung. I am grateful to all
of them.
Last, but not least, I wish to thank the team at Cambridge University
Press for their valuable advice and for their patience in the face of
numerous postponements of submission.
I have endeavoured to present the law as it was available to me on 6
April 2008. The book takes full account of the Companies Act 2006,
notwithstanding that some of the new provisions may not yet be in force
by the time of its publication. References in the text or in the footnotes
guide readers to the respective provisions in the Companies Act 1985
and in earlier Companies Acts, where appropriate, thereby facilitating
the work with secondary literature on the old and the new law.
Moreover, the book already takes account of the German Gesetz zur
Modernisierung des GmbH-Rechts und zur Bekämpfung von Miss-
bräuchen (MoMiG), which entered into force on 1 November 2008. All
references to websites were last checked as live on 6 November 2008.
Thomas Bachner
Vienna, November 2008
 TABLE OF ABBREVIATIONS

Names in ‘. . .’ designate journals (which also function as case reports in

Germany).

ABGB Allgemeines bürgerliches Gesetzbuch – the Austrian Civil

Code
AC Appeal Cases (The Law Reports – House of Lords and
Judicial Committee of the Privy Council)
ACLC Australian Company Law Cases
AcP ‘Archiv für die civilistische Praxis’
ACLR Australian Company Law Reports
AG Aktiengesellschaft – the German Joint Stock Company;
‘Die Aktiengesellschaft’
AktG Aktiengesetz – the German Joint Stock Companies Act
All ER [The] All England Law Reports
AnfG Anfechtungsgesetz – the German Act on the Avoidance of
Legal Acts of a Debtor outside Insolvency Proceedings
App.Cas. Law Reports, Appeal Cases [Second Series, 1875–1890]
Art., art. Article, article
BayObLG Bayerisches Oberstes Landesgericht – the Bavarian
Superior Court of Appeal [now abolished]
BB ‘Der Betriebsberater’
BCC British Company Cases
BCLC Butterworths Company Law Cases
BGB Bürgerliches Gesetzbuch – the German Civil Code
BGBl. Bundesgesetzblatt – Federal Law Gazette
BGH Bundesgerichtshof – the German Federal Court of Justice
BGHZ Entscheidungen des Bundesgerichtshofs in Zivilsachen –
the official law reports of the German Federal Court of
Justice in civil law matters
BPIR Bankruptcy and Personal Insolvency Reports
CA Companies Act; Court of Appeal
xi
xii t a b l e of a b b r e v ia t i on s

ch. chapter(s)
Ch. The Law Reports – Chancery Division
ChD Chancery Division (of the High Court); Law Reports,
Chancery Division [Second Series, 1875–1890]
CFILR Company Financial and Insolvency Law Review
CJ Chief Justice
CLJ ‘Cambridge Law Journal’
CMLR Common Market Law Reports
CoLaw ‘[The] Company Lawyer’
DB ‘Der Betrieb’ (Germany)
DStR ‘Deutsches Steuerrecht’
DTI Department of Trade and Industry
EBLR ‘European Business Law Review’
EBOR ‘European Business Organization Law Review’
ECFR ‘European Company and Financial Law Review’
ECR European Court Reports
ed. editor(s)
edn edition
EGBGB Einführungsgesetz zum Bürgerlichen Gesetzbuch – the
‘Introductory Act’ to the German Civil Code (a statute
containing transitional and supplementary provisions,
including the rules on the conflict of laws)
EuZW ‘Europäische Zeitschrift für Wirtschaftsrecht’
EWCA Civ England and Wales Court of Appeal (Civil Division)
EWHC England and Wales High Court
EWiR ‘Entscheidungen zum Wirtschaftsrecht’
EWS ‘Europäisches Wirtschafts- und Steuerrecht’
f., ff. and subsequent [page(s), paragraph(s) etc.]
fn. footnote(s)
GmbH Gesellschaft mit beschränkter Haftung – the German
Limited Liability Company
GmbHG Gesetz betreffend die Gesellschaften mit beschränkter
Haftung – the German Limited Liability Companies Act
GmbHR ‘GmbH-Rundschau’
HGB Handelsgesetzbuch – the German Commercial Code
HL House of Lords
IA Insolvency Act
ICCLJ ‘International and Comparative Corporate Law Journal’
ICCLR ‘International Company and Commercial Law Review’
ICLQ ‘International and Comparative Law Quarterly’
 ta ble of a bbr e v ia ti on s xiii

IIR ‘International Insolvency Review’

IL&P ‘Insolvency Law & Practice’
InsO Insolvenzordnung – the German Insolvency Code
J Justice
JBL ‘Journal of Business Law’
JCLS ‘[The] Journal of Corporate Law Studies’
JuS ‘Juristische Schulung’
JW ‘Juristische Wochenschrift’
JZ ‘Juristenzeitung’
KG Kammergericht – a traditional designation for the OLG
Berlin
KO Konkursordnung – the Austrian Bankruptcy Act
KTS ‘Zeitschrift für Insolvenzrecht – Konkurs, Treuhand,
Sanierung’
LC Lord Chancellor
LJ, LJJ Lady Justice/Lord Justice, Lord Justices
LG Landgericht – a regional court of first instance in
Germany
LMCLQ ‘Lloyd’s Maritime and Commercial Law Quarterly’
LR Law Reports [First Series, 1865–1875]
LR Ch.App. Law Reports, Chancery Appeal Cases
LR Eq. Law Reports, Equity Cases
LR Ex. Law Reports, Court of Exchequer
LR HL Law Reports, English & Irish Appeals
MDR ‘Monatsschrift für Deutsches Recht’
MLR ‘Modern Law Review’
mn. marginal number – Randzahl, Randziffer
MoMiG Gesetz zur Modernisierung des GmbH-Rechts und zur
Bekämpfung von Missbräuchen – Act to modernise the
law governing private companies and to combat abuses
(Germany)
n. note; number – Nummer (in German statutes)
NJW ‘Neue Juristische Wochenschrift’
NJW-RR ‘Neue Juristische Wochenschrift –
Rechtsprechungsreport’
NSWLR New South Wales Law Reports
NZG ‘Neue Zeitschrift für Gesellschaftsrecht’
NZI ‘Neue Zeitschrift für das Recht der Insolvenz und
Sanierung’
ÖBA ‘Österreichisches Bankarchiv’ (Austria)
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