¹ For German crowdinvesting, see Lars Klöhn & Lars Hornuf, Crowdinvesting in Germany, 2012 J. Banking L. & Banking 237 (2012). For the American legal context, see C. Steven Bradford, Crowdfunding and the Federal Securities Laws, 2012 Colum. Bus. L. Rev. 1. See also Hornuf, Lars & Schwienbacher, Armin, Should securities regulation promote equity crowdfunding?, 49 Small Bus. Econ. 579 (2017).Google Scholar

² See Klöhn, Lars, Hornuf, Lars, & Schilling, Tobias, Equity Crowdfunding Contracts, 2016 J. Banking L. & Banking 142 (2016) (discussing crowdinvesting contracts in Germany); Jack Wroldsen, Crowdfunding Investment Contracts, 11 VA L. & Bus. Rev. 543 (2017) (discussing contracts used in the US). But see Dorfleitner/Kapitz/Wimmer, DBW 2014, 283, 287 et. seq.; Gregor Dorfleitner, Jonas Kapitz, & Maximillian Wimmer, Crowdinvesting as a Financing Alternative for Small and Medium-Sized Enterprises, 74 Bus. Admin. 283 (2014); Wolfgang Weitnauer & Josef Parzinger, Crowdinvesting as a New Form of Corporate Finance, Corp. & Com. L. [GWR] 153 (2013).Google Scholar

³ This is also the reason why equity crowdfunding in Germany is referred to as crowdinvesting—a term which encompasses all financial instruments found in practice—regardless of whether they are classified as equity, hybrid, or debt. Cf. supra Klöhn & Hornuf, n. 1 at 239.Google Scholar

⁴ See infra Section D.Google Scholar

⁵ See infra Section B.Google Scholar

⁶ See infra Section C.Google Scholar

⁷ See infra Section E.Google Scholar

⁸ See infra Section F.Google Scholar

⁹ See infra Section G.Google Scholar

¹⁰ See infra Section H.Google Scholar

¹¹ This number does not include projects funded in the environmental, real estate, and film sectors. For a definition of the term “crowdinvesting”, see supra Klöhn & Hornuf, n. 1 at 239. Financings on the platform Deutsche Mikroinvest are not considered due to lack of availability of the relevant data.Google Scholar

¹² All Figures are based on data that was collected from the respective crowdinvesting platforms. For details on the data collection and coding, see infra Section F(I).Google Scholar

¹³ Offerings on the platform Deutsche Mikroinvest are not considered due to the lack of availability of the relevant data.Google Scholar

¹⁴ For the auction mechanism initially used by Innovestment and how it differed from those on other platforms, see Hornuf, Lars & Neuenkirch, Matthias, Pricing Shares in Equity Crowdfunding, 48 Small Bus. Econ. 795 (2017).Google Scholar

¹⁵ Lars Hornuf & Armin Schwienbacher, Internet-Based Entrepreneurial Finance: Lessons from Germany, 60 Cal. Man. Rev. 150, (2018).Google Scholar

¹⁶ For details, see infra Section F (0).Google Scholar

¹⁷ Negotiations take place regarding the funding goal, the specific investment amount and the investment ratio derived from it, and deadlines pertaining to the funding process and the duration of the contract. Sometimes, as for instance on Seedmatch, the multiples that are used to determine enterprise value will be adjusted for the individual start-up.Google Scholar

¹⁸ For details, see infra Section 0.Google Scholar

¹⁹ In accordance with the “Pooling and Carry Agreement” used by Companisto, the platform currently receives 10% of all proceeds distributed to investors, with the exception of proceeds from the loan and from the fixed interest payment. These claims are assigned to Companisto by the investors in advance at the conclusion of the crowdinvesting contract.Google Scholar

²⁰ See Rohlfs, Jeffrey, A Theory of Interdependent Demand for a Communications Service, 5 Bell J. Econ. 16 (1974); See also Katz, Michael & Shapiro, Carl, Network Externalities, Competition, and Compatibility, 75 Am. Econ. Rev. 424 (1985). For company contracts and debt securities, see Klausner, 81 Va. L. Rev. 757 (1995); Marcel Kahan & Michael Klausner, 83 Va. Law Rev. 713 (1997); Andreas Engert & Lars Hornuf, Market Standards in Financial Contracting: The Euro's Effect on Choice of Law in European Debt Securities, 85 J. Int'l Money & Fin. 145 (2018).Google Scholar

²¹ See Winter, Ralph, State Law, Shareholder Protection, and the Theory of the Corporation, 6 J. Legal Stud. 251 (1977); see also Fischel, Daniel, Race to the Bottom Revisited: Reflections on Recent Developments in Delaware's Corporation Law, 76 NW. U. L. Rev. 913 (1982); Roberta Romano, Law as a Product: Some Pieces of the Incorporation Puzzle, 1 J. L. Econ. & Org. 225 (1985).Google Scholar

²² This is nothing other than an application of the Coase Theorem, which is fundamental to economic analysis. Cf. Coase, R. H., The Problem of Social Cost, 3 J. L. Econ. 1 (1960).Google Scholar

²³ See Cary, William, Federalism and Corporate Law: Reflections Upon Delaware, 83 Yale L. J. 663 (1974); see also Bebchuk, Lucian & Hamdani, Assaf, Vigorous Race or Leisurely Walk: Reconsidering the Competition over Corporate Charters, 112 Yale L. J. 553 (2002).Google Scholar

²⁴ The phenomenon is known in the private equity literature as “money chasing deals”. See Gompers, Paul & Lerner, Josh, Money Chasing Deals? The impact of Fund Inflows on Private Equity Valuations, 55 J. Fin. Econ. 281 (2000).Google Scholar

²⁵ See Bratton, William, Corporate Law's Race to Nowhere in Particular, 44 U. Toronto L. J. 401 (1994).Google Scholar

²⁶ See Rysman, Marc, Competition Between Networks: A study of the Market for Yellow Pages, 71 Rev. Econ. Stud. 483 (2004); see also Kaiser, Ulrich & Wright, Julian, Price Structure in Two-Sided Markets: Evidence from the Magazine Industry, 24 Int'l. J. Indus. Org. 1 (2006); Marc Rysman, 23 J. Econ. Persp. 125 (2009).Google Scholar

²⁷ See Akerlof, George, The Market for “Lemons”: Quality Uncertainty and the Market Mechanism, 84 Q. J. Econ. 488 (1970).Google Scholar

²⁸ Jean-Charles Rochet & Jean Tirole, Platform Competition in Two-Sided Markets, 1 J. Eur. Econ. Ass'n. 990 (2003).Google Scholar

²⁹ For a definition of crowdinvesting, see supra Klöhn & Hornuf, note 1, at 239; supra Hornuf & Neuenkirch, note 14 at note 1, Section 2.1.Google Scholar

³⁰ See supra Section D.Google Scholar

³¹ See Gesetz betreffend die Gesellschaften mit beschränkter Haftung [GmbHG] [Limited Liability Act], July 17, 2017, BGBL I. at 2446, § 55 para. 1.Google Scholar

³² Lars Klöhn, Lars Hornuf, & Tobias Schilling, The Regulation of Crowdfunding in the German Small Investor Protection Act: Content, Consequences, Critique, Suggestions?, 13 Eur. Co. L. 56, 58 (2016).Google Scholar

³³ Stellungnahme des Bundesverband Crowdfunding e.V. zum Kleinanlegerschutzgesetz, [Opinion of the Federal Association Crowdfunding to the retail investor protection law] 10 (Sept. 8, 2016), http://www.bundesverband-crowdfunding.de/wp-content/uploads/2016/09/20160908_Bundesverband_Crowdfunding_KASG_Evaluation.pdf.Google Scholar

³⁴ See Klöhn, Hornuf, & Schilling, supra note 32.Google Scholar

³⁵ See Weitnauer & Parzinger, supra note 2; see also Nietsch, Michael & Eberle, Nicolas, Banking Supervision and Prospectus Issues of Typical Crowdfunding Models, 32 Der Betrieb 1788, 1793 (2014); K. Schmidt, in Müko HGB, 3rd ed., 2012, § 230 HGB, par. 57 et. seq. For more on the distinction, see Blaurock, Uwe, Handbuch Stille Gesellschaft para. 8.39 et. seq. (7th ed. 2010).Google Scholar

³⁶ Kleinanlegerschutzgesetz [Small Investor Protection Act] July 3, 2015, BGBl. I at 1114 et. seq. 2015.Google Scholar

³⁷ See § 2a, Vermögensanlagengesetz [VermAnlG] [Law on Investments] Dec. 6, 2011, BGBl. I at 2481; Klöhn, supra note 32 (discussing the regulation of crowdinvesting by the Small Investor Protection Act); Casper, The Retail Investor Protection Law—Between Legitimate and Exaggerated Paternalism, 2015 J. Banking L. & Banking 265 (2015); Christopher Danwerth, Crowdinvesting—Is the Retail Investor Protection Act the young End of an Innovative Form of Financing?, 2016 J. Banking L. & Banking 20 (2016); Lars Klöhn & Lars Hornuf, The Regulation of Crowdfunding in the RegE of the Retail Investor Protection Act, 1 Der Betrieb 47 (2015). For an American perspective with reference to the German law, see Bradford, C. Steven, Regulating Investment Crowdfunding: Small Business Capital Formation and Investor Protection, 2015 J. Banking L. & Banking 376 (2015).Google Scholar

³⁸ Cf Klöhn, supra note 32.Google Scholar

³⁹ These platforms are Aescuvest, Bankless24, Bergfürst, BerlinCrowd, Companisto, Deutsche Mikroinvest, FunderNation, Fundsters, Geldwerk1, GründerPlus, Innovestment, Lightfin, Mashup Finance, Seedmatch, Startnext, United Equity, Unternehmerich, and WelcomeInvestment.Google Scholar

⁴⁰ Not subject to investigation are the shares initially offered on Bergfürst.Google Scholar

⁴¹ Cf. Klöhn & Hornuf, supra note 1, at 239.Google Scholar

⁴² In what follows, it is assumed that the classifications contained in contracts are also legally correct. For the difficulty of distinguishing between profit-participating loans and silent partnerships, cf. supra note 35.Google Scholar

⁴³ At the beginning of 2016, which is outside the observation period, Companisto introduced a kind of staging-mechanism, with which at first only a certain proportion of the funding sum is paid to the business. The residual amount is paid out as a second instalment only when the majority of investors vote for it within a specified period of disbursement.Google Scholar

⁴⁴ See infra Section F.V.Google Scholar

⁴⁵ See infra Section F.VI.Google Scholar

⁴⁶ See infra Section F.VI.4.Google Scholar

⁴⁷ See infra Section F.X.Google Scholar

⁴⁸ See infra Section F.VIII.Google Scholar

⁴⁹ See infra Section E.VII.Google Scholar

⁵⁰ See infra Section C.3.Google Scholar

⁵¹ See infra Section F. IX.Google Scholar

⁵² The following analysis is based on the type designations chosen in the contracts. Cf. supra note 35.Google Scholar

⁵³ Cf. the contracts of Seedmatch (since Q3/2011), Innovestment (since Q4/2011), and Companisto (since Q2/2012). In addition, the platforms BerlinCrowd, Deutsche Mikroinvest, GründerPlus, and UnitedEquity offered silent partnerships from at least Q4/2012.Google Scholar

⁵⁴ On Companisto, investors were involved by means of sub-participation in the silent partnerships held by an investment vehicle. Cf. infra Section F.IV.2.Google Scholar

⁵⁵ For example, in offerings of MashupFinance, Deutsche Mikroinvest, Bankless24, and UnitedEquity. For the distinction between non-securitized participation rights and silent partnerships, see Blaurock, supra note 35, at para. 8.36.Google Scholar

⁵⁶ The platforms Bankless24, Mashup Finance, and Deutsche Mikroinvest brokered non-securitized participation rights.Google Scholar

⁵⁷ These were the campaigns for the start-ups Protonet, LeaseRad 2, and miBaby.Google Scholar

⁵⁸ Cf. Klöhn & Hornuf, note 37.Google Scholar

⁵⁹ For basic information about the evaluated contracts, cf. Section (D). This total does not include campaigns hosted by Deutsche Mikroinvest, because accurate numbers about their funding volume were not available from the platform.Google Scholar

⁶⁰ See supra Section C.I.Google Scholar

⁶¹ A sub-participation (Unterbeteiligung) is characterized by the fact that a shareholder of a corporation, partnership, or a silent partnership, as a key participant grants a third party the right to participate in profits in return for a capital contribution. Sub-participation is a purely internal matter and accordingly does not pertain to the ownership of assets. For additional information, see Blaurock, supra note 35, at para. 30.1. et seq. Google Scholar

⁶² The offering was not successful, however. Crowdinvestors only staked EUR 34,000 of the stipulated funding goal of EUR 50,000.Google Scholar

⁶³ On the platform Seedmatch, for example. Note, however, that here there is a different minimum duration for the investor and the issuer. Currently the duration of an investment is five years for investors and eight years for issuers.Google Scholar

⁶⁴ Companisto and Innovestment.Google Scholar

⁶⁵ Cf. the crowdinvesting campaigns on the platforms Bankless24 and UnitedEquity.Google Scholar

⁶⁶ Specifically, the number of days from the opening of the initial offering on the crowdinvesting platform to the end of the minimum or fixed term for the investment.Google Scholar

⁶⁷ The silent partnership in the start-up Neuronation, the first offering on Seedmatch, could be terminated by investors following the expiration of four years. They were required to give notice of termination six months prior to the end of the fiscal year. The start-up, by contrast, could only proceed with an ordinary termination of the partnership after six years. Cf. § 13 of the participation contract.Google Scholar

⁶⁸ The minimum duration of the sub-participation agreement to finance the start-up BetterTaxi was twelve years. The contract stipulated, however, that the sub-participation could also be terminated earlier with the approval of Companisto.Google Scholar

⁶⁹ Cf. infra Section F.X.Google Scholar

⁷⁰ For example, with Companisto and Seedmatch.Google Scholar

⁷¹ For some offerings on the platform Deutsche Mikroinvest or Aescust, for example. Investors in the start-up SnakeFX on the platform Aescuvest were even promised 18% for two payment periods; a share in the value, however, was not included in the contract.Google Scholar

⁷² In December 2014 Mashup Finance merged with the Austrian platform CONDA and subsequently operated under this name.Google Scholar

⁷³ Cf. para. 5 of the conditions of participation rights of Munich Distillers from 20/01/2012. The payment of interest, however, was contingent on there being adequate net annual profits from which to make disbursements. If it did not suffice, the payment claim was carried over in subsequent years.Google Scholar

⁷⁴ The interest payment was also contingent on there being a sufficient annual surplus. When the annual surplus was not sufficient, a claim to additional payment would carry over in succeeding years. Compensation above this “ordinary dividend” was not offered.Google Scholar

⁷⁵ Lars Hornuf & Matthias Schmitt, 16 CESifo DICE Report 2/2016 21 (2016).Google Scholar

⁷⁶ If a business is valued at EUR 1,000,000 before the crowdinvestment—a pre-money evaluation—and acquires a further EUR 1,000,000 through a successful offering, according to a typical crowdinvesting contract the business now has a “post-money enterprise value” of EUR 2,000,000. An investor who loaned EUR 100 would have an investment ratio of 0.005%, that is EUR 100 / (EUR 1,000,000 + EUR 1,000,000).Google Scholar

⁷⁷ For example, in the current contracts offered by the platforms Seedmatch and Companisto (where it is called “profit-dependent annual bonus interest”).Google Scholar

⁷⁸ The variable interest payment in the investment contract for the start-up Lightboys (level by level GmbH), which was financed through Seedmatch in December 2015, for example, is calculated on the basis of:Google Scholar

§ 9 par. 4 of the investment contract.Google Scholar

⁷⁹ See supra Section E.III.2.Google Scholar

⁸⁰ Thus, the terms of the non-securitized participation rights provided by the platform Bankless24 for the start-up YAMAZOKi GmbH in 2015 include a “proportional annual profit-participation” for investors of 3 to 5% of the annual net profit, which however is capped at a “maximum 4% of the amount invested.” § 3 par. 3 of the conditions of participation-rights for YAMAZOKi GmbH.Google Scholar

⁸¹ Depending on the achievement of a certain threshold of the annual net profit which, depending on the start-up, could be between EUR 1 and EUR 3.5 million, contracts brokered by the platform Deutsche Mikroinvest gave investors an additional interest from the loan amount of between 2 and 5%.Google Scholar

⁸² Cf. § 8 of the contract for a silent partnership in the start-up Neuronation on the platform Seedmatch; participation was similarly arranged on Innovestment. For calculating the investment ratio, see Section (F)(VI)(2).Google Scholar

⁸³ Cf. supra Section (F)(VI)(2).Google Scholar

⁸⁴ Thus, for example, the offerings of the start-ups HMF HausManufaktur, TARS, Glasfoto.com, Palaterra, and MyChoc.Google Scholar

⁸⁵ Thus, investors in the start-up Palaterra collect a “profit preference” of 6.5% on the amount invested plus “profit participation” of 5% of the annual net profit, which however is capped at a maximum of 5% of the amount invested. Cf. § 8 of the agreement about on the establishment of a silent partnership.Google Scholar

⁸⁶ Regarding the terms, see supra Section F.VI.3.Google Scholar

⁸⁷ This does not, of course, rule out the possibility that both the loan amount and the accumulated profits will be irrecoverable in the case of insolvency, in which case investors suffer a total loss.Google Scholar

⁸⁸ Cf. § 9 para. 4 of the contract for a silent partnership in the start-up Neuronation.Google Scholar

⁸⁹ Cf. § 6 and § 4 of the contract for an atypical silent partnership and § 6.4 of the sub-participation contract for the first crowdinvestment on Companisto.Google Scholar

⁹⁰ Cf. § 5 of the participation contract for an atypical silent partnership in the start-up sopen GmbH.Google Scholar

⁹¹ Cf. § 5 para. 2 s. 2 of the participation contract for an atypical silent partnership with sopen GmbH: “The silent partner only participates in a loss of the amount of his paid contribution and (eventually) profits that have not been disbursed to him.”Google Scholar

⁹² Cf. Figures 2B and 24.Google Scholar

⁹³ The entitlement to a share in the value, however, is cancelled by Companisto and Seedmatch if the investor has culpably caused an extraordinary termination of the investment.Google Scholar

⁹⁴ Cf. supra Section F.VI.2.Google Scholar

⁹⁵ The auditor is chosen by Companisto. The costs arising from this are born by the start-up. The investor has the right to have the results reviewed at his own cost. There is no regular procedure for adjudicating between divergent appraisals.Google Scholar

⁹⁶ The EBIT multiple is 6.5 on Companisto and hovers between 5 and 8.5 on Seedmatch.Google Scholar

⁹⁷ The sales multiple is 1 on Companisto and hovers between 0.75 and 4 on Seedmatch.Google Scholar

⁹⁸ According to Innovestment's contracts, payment events are attributable to: a) Dividends from the shares in the possession of the SPV; b) repayment for the confiscation of shares; c) miscellaneous disbursements and withdrawals—having to do with the dissolution of capital reserves or the liquidation of the company, for example; d) payments due to the partial or complete sale of the company. Cf. para. 5.2. of Innovestment's contract for the granting of a subordinated profit-participating loan with qualified subordination for the financing of SugarTrends GmbH).Google Scholar

⁹⁹ See supra Section F.VI.3.Google Scholar

¹⁰⁰ For the structure of the participation, see supra Section F.IV.2.Google Scholar

¹⁰¹ In an extraordinary termination for cause by Companisto, the review was carried out at book value notwithstanding.Google Scholar

¹⁰² Cf. supra Section F.VI.5.Google Scholar

¹⁰³ N = 133.Google Scholar

¹⁰⁴ According to the contracts used by Companisto, there is an exit event:Google Scholar

Thus, for example, par. 13.2. of the “participation contracts in the form of a subordinated profit-participating loan” for financing TripRebel GmbH on the platform Companisto. In Seedmatch's contracts, an exit event takes place:Google Scholar

Thus, for example, § 11 par. 2 of the “Investment contract in the form of a subordinated profit-participating loan” for the financing of Vidamo Handels GmbH on the platform Seedmatch).Google Scholar

¹⁰⁵ According to Companisto's contracts, exit proceeds result from:Google Scholar

Thus, for example, par. 13.4. of the “participation contract in the form of a subordinated profit-participation loan” for financing TripRebel GmbH on the platform Companisto. According to the contracts of Seedmatch, exit proceeds are:Google Scholar

Thus, for example, § 11 par. 6 of the “investment contract in the form of a subordinated profit-participating loan” for the financing of Vidamo Handels GmbH on the platform Seedmatch.Google Scholar

¹⁰⁶ For the meaning of investment ratio, see supra Section F.VI.2.Google Scholar

¹⁰⁷ See supra Section F.VI.3. (Variable Interest Payment); supra F.VI.5 (Share in Enterprise Value); supra F.VI.6. (Exit Rights).Google Scholar

¹⁰⁸ Cf. para. 17.2. of the “Participation Contract in the Form of a subordinated profit-participating loan” for the financing of TripRebel GmbH on the platform Companisto: “In the case of a capital increase, the investment ratio is adjusted by multiplying with a dilution factor. The dilution factor is the ratio of the amount of capital prior to the increase (numerator) and the amount of capital after it (denominator).”Google Scholar

¹⁰⁹ See § 186 German Stock Corporation Act (Aktiengesetz – AktG). Or, in the case where there is not a subscription right, to make a valuation complaint (§ 255 par. 2 AktG).Google Scholar

¹¹⁰ For standard contractual practice outside of the crowdinvesting sector, see von Einem, Christoph, Schmid, Stephanie, & Meyer, Arnt, Verwässerungsschutz bei Venture Capital-Beteiligungen Aufsatz [Dilution Protection in Venture Capital Participations Essay] 59 Betriebs-Berater 2702 (2004).Google Scholar

¹¹¹ Cf. § 11 of the contract for a silent partnership in the start-up Neuronation on the platform Seedmatch.Google Scholar

¹¹² For example, there is almost the same wording in § 4 of the “Investment Contract in the Form of a Subordinated Profit-Participating Loan” for financing Vidamo Handels GmbH on the platform Seedmatch and § 6 of the “Participation Contract in the Form of a Subordinated Profit-Participating Loan” for financing TripRebel GmbH on the platform Companisto.Google Scholar

¹¹³ The first contract offered on Seedmatch required the approval of the majority of the silent partners for the following activities:Google Scholar

a) Termination or substantive change of the planned innovation;Google Scholar

b) Complete or partial adjustment of the business;Google Scholar

c) Alteration of the business purpose;Google Scholar

d) Complete or significant partial sale or mortgage of assets;Google Scholar

e) Completion, modification, or termination of control and profit-transfer agreements;Google Scholar

f) Provision of guarantees and debt promises, to the extent that they are not concerned with the ordinary business operations of the start-up;Google Scholar

g) Extension of credit outside of the normal course of business operations;Google Scholar

h) Changes to management contracts;Google Scholar

i) Changes to the legal structure (the transition from UG (limited liability) to GmbH if it is not encompassed in this approval requirement); andGoogle Scholar

j) Conversion measures.Google Scholar

¹¹⁴ Strictly speaking, it justified certain procedures for performing an extraordinary termination by investors. By obtaining the prior approval of the silent partners, which, however, only took effect in the bilateral relationship, the start-up could avert the danger of the investment being cancelled.Google Scholar

¹¹⁵ For present purposes, there is no distinction made between various types of regulation, or whether approval for a given course of action must come from a majority vote or from every single investor.Google Scholar

¹¹⁶ This stipulation appeared for the first time in the investment contract of a subordinated profit-participating loan during the financing of belsonno GmbH.Google Scholar

¹¹⁷ Cf. Seedmatch Team, Vibewrite: Application Filed for Insolvency, Seedmatch Crowdfunding for Startups (Dec. 18, 2014), http://blog.seedmatch.de/2014/12/18/vibewrite-antrag-auf-eroeffnung-insolvenzverfahrens/.Google Scholar

¹¹⁸ Differences in the scope of inspection rights are not here distinguished. Inspection rights are understood as legal permission to review annual financial statements along with any relevant documents.Google Scholar

¹¹⁹ In the “Pooling and Carry Agreement” it is at the same time agreed that Companisto will collect carried interest.Google Scholar

¹²⁰ Only the obligation of investors to make additional capital contributions cannot be addressed using this method.Google Scholar

¹²¹ Cf. infra Section F.VIII.Google Scholar

¹²² See Hornuf & Schmitt, supra note 75.Google Scholar

¹²³ See Companists Decide Against an Exit, Companisto, (Dec. 17, 2014), https://www.companisto.com/de/article/article-782 [accessed 19 June 2016].Google Scholar

¹²⁴ On the effectiveness of subordination agreements in general and the question of whether these can actually be arranged in standard business terms (Allgemeine Geschäftsbedingungen) [AGB]—current crowdinvesting contracts most likely qualify as standard business terms—see Bitter, Georg, Effectiveness of Rank Resignations and Pre-Insolvency Enforcement, 8 ZIP 345, 353 et seq. (2015); see also Westpfahl/Kresser, Subordination Agreements in the Consulting Practice, 1 DB 33 (2016).Google Scholar

¹²⁵ Cf. Bitter, supra note 124.Google Scholar

¹²⁶ Cf. Stellungnahme des Bundesverband Crowdfunding e.V. zum Kleinanlegerschutzgesetz, supra note 33.Google Scholar

¹²⁷ Id. at 17.Google Scholar

¹²⁸ Cf. Klöhn, Hornuf, & Schilling, supra note 32, at 61, 66.Google Scholar

¹²⁹ Cf. Carsten Claussen, Stock Exchange for Medium-Sized Companies, GmbHR 1988, 417; Dieter Reuter, Welche Maßnahmen empfehlen sich, insbesondere im Gesellschafts- und Kapitalmarktrecht, um die Eigenkapitalausstattung der Unternehmen langfristig zu verbessern?, 1 Gutachten B zum 55. Deutschen Juristentag 28 et seq (1984).Google Scholar

¹³⁰ On the different concepts, see Armour, John, Henry Hansmann, & Reinier Kraakman, What is Corporate Law? in The Anatomy of Corp. L. 11 et seq. (Reinier Kraakman & John Armour et al. eds., 2d ed. 2009).Google Scholar

¹³¹ Cf. Gesetz für kleine Aktiengesellschaften und zur Deregulierung des Aktienrechts [Law for small public limited companies and deregulation of company law], Aug. 2, 1994, BGBl. I, at 1961.Google Scholar

¹³² Cf. Klöhn, Hornuf, & Schilling, supra note 32, at 61.Google Scholar

¹³³ Cf. id. Google Scholar