(1) Where a controlling enterprise instigates a controlled company, with which no control agreement is in place, to enter into a legal transaction that is disadvantageous to the controlled company, or to take or refrain from taking a measure, and this causes a disadvantage to the controlled company, without the controlling enterprise in fact compensating the controlled company for this disadvantage by the end of the financial year or granting to the controlled company a legal claim to an advantage intended to serve as compensation, the controlling enterprise is under obligation to compensate the company for the damage resulting therefrom. The controlling enterprise also will be under obligation to compensate the stockholders for the damage they have suffered as a result insofar as they have suffered damage above and beyond the loss resulting for them by the damage caused to the company.
(2) The duty to provide compensation will not arise where even a conscientious manager faithfully complying with the relevant duties of an independent company also would have entered into the legal transaction or would have taken, or refrained from taking, the measure.
(3) Besides the controlling enterprise, those of the legal representatives of the enterprise are liable as joint and several debtors that have instigated the company to enter into the legal transaction or to take the measure.
(4) Section 309 (3) to (5) applies accordingly.