Managing directors of a GmbH find themselves in a conflict of interest during a management buy-out. On one hand, as employees of the target company, they are obligated to represent the interests of the company and its shareholders. On the other hand, as buyers, they aim to negotiate the most favorable contract possible. The author examines in a practical manner the extent to which the managing directors are required to voluntarily disclose special knowledge about the company to the former shareholders. Additional duties of conduct are also outlined, as well as the scope of claims for damages in cases of breaches of duty.