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The Shareholders’ Fiduciary Duty in German Company Law

The fiduciary duty of members of a business association has its origins in partnership law. The unlimited liability to which partners are exposed requires a relationship of mutual loyalty and trust in order to ensure that membership rights such as the right to represent the partners, the right to vote on partnership matters, and the access to information are not abused. 
Shareholders are not liable for debts of the company. The risk of unlimited liability underlying the fiduciary duty of partners is, therefore, not a viable justification for a similar duty of shareholders. Two mutually non-exclusive explanations are submitted in support of a shareholders’ fiduciary duty. The first explanation rests on the characterization of company articles as incomplete contracts. Since the incorporators cannot possibly anticipate how the company’s affairs may develop in the future, attempts to draft articles so as to address every possible contingency would be futile as well as costly. Instead of having a specific but most likely incomplete set of contractual provisions, the open-ended fiduciary duty ensures that if the need arises to adapt the company’s constitution to circumstances that were not envisaged at the time when the articles were drafted, shareholders may not exercise their membership rights in a manner that would be prejudicial to the interests of the company and their fellow shareholders. 
Others justify the shareholders’ fiduciary duty as a means to counter-balance the effects that joint decision-making may have on the investment of the individual shareholder. Shareholder decisions affect not only the investment of the members who are part of the majority but also of those who are outvoted. The shareholders’ fiduciary duty seeks to ensure that shareholders do not abuse this power to make decisions which have an effect on the investment of their fellow shareholders by pursuing their own individual interests at the expense of these shareholders and the company.