Articles-of-association provisions on convening that deviate from the statutory requirements must be unambiguous; the invitation must clearly set out all agenda items.

Federal Court of Justice (judgment of 10 February 2026): Free expulsion clauses are in principle contrary to public policy – but objectively justified in the case of function-linked manager participations.

Subsidiary or branch office? When acquiring and naming a branch office, preparatory provisions in the articles of association are required – the purchase agreement alone is not enough.

No shareholder shall be a judge in his own cause: when voting prohibitions apply, how they can be shaped in the articles of association and what remains despite a voting prohibition.