Systemd BirthDate Merge: Conflicts of Interest

Summary

Ownership Structure ShareholderSharesStakeType Christopher Wilson Kühl 8,400 33.33% Natural person (direct) LPLLC Holding UG (HRB 277482 B) 8,400 33.33% Poettering's holding vehicle CBLLC Holding UG (HRB 277363 B) 8,400 33.33% Brauner's holding vehicle Total share capital: EUR 25,200 divided into 25,200 shares at EUR 1.00 each. Fully paid in cash at formation. Formation Timeline Jul 2025CBLLC and LPLLC holding UGs registered in BerlinAt Microsoft Aug 6, 2025Articles of Association signed by all three foundersAt Microsoft Aug 19, 2025Shareholder list certified by Notar Dr. Hans-Michael GiesenAt Microsoft Aug 21, 2025Amutable GmbH registered at HandelsregisterAt Microsoft Oct 13, 2025AB-1043 signed into law - effective January 1, 2027 Self-Dealing Provisions All three founders serve as managing directors. Each can represent the company alone. Each is exempt from Section 181 of the German Civil Code, which normally prohibits self-dealing. Any founder can sign a contract between Amutable and their own personal entity without co-director approval at the representation level. The Articles require 75% shareholder approval for related-party transactions. With three equal shareholders, that threshold requires all three to agree. But the self-dealing exemption operates at the external validity level - a director could execute a transaction that binds the company externally even without internal authorization. Hidden Shareholders' Agreement The Articles reference a separate shareholders' agreement in three places. Sections 4.1 and 4.2 allow non-proportional profit and liquidation distributions "if and to the extent provided in any shareholders' agreement which might be in place." Section 6.4 says management authority is governed by the Articles and "the shareholders' agreements." The SHA is not filed with the Handelsregister. It is not available through the Bundesanzeiger. It is a private contract. In a German startup context, the SHA typically contains vesting schedules, drag...