The basis of the work is to answer the question of whether the impairment of the membership rights of shareholders assumed in the Holzmüller decision is compatible with the legal position granted to minority shareholders under current stock corporation law, or whether, on the contrary, a purely asset-related shareholder protection concept should be favored. Building on this, the author discusses the implementation of the spin-off according to the UmwG, addressing all existing contentious issues. The focus of the presentation is on deriving a justification for the decision-making authority of shareholders in spin-offs through individual legal succession and other corporate formation processes that is both doctrinally sound and practically manageable.