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...

This comment concerns the financing of distressed corporations by shareholder loans. In the United States as well as in Germany, shareholder loans may be subject to subordination or even recharacterization as equity. The comment argues that the risk of an undue exploitation of a...