No abuse of rights in squeeze-out - LOSCHELDER successful for STRABAG AG
In its judgment of June 23, 2022 (18 U 213/20), the Cologne Higher Regional Court confirmed that the squeeze-out of minority shareholders resolved in 2017 by the general meeting of STRABAG AG, which was still listed on the stock exchange at the time, was lawful and dismissed the plaintiffs' appeals against the judgment of the Cologne Regional Court of 19 November 2020.
According to the appeal ruling, the squeeze-out resolution was not an abuse of rights, but constituted a legitimate use of legal structuring options. The plaintiffs had raised the allegation of abuse of rights because the coming into effect of the transfer resolution and the associated merger terminated the office of the special representative Dr. Heidel. The special representative, in turn, had been appointed by the general meeting of STRABAG AG in 2015 at the instigation of individual shareholders in order to assert alleged claims for damages in the amount of approximately EUR 236 million due to allegedly unlawful intra-group transactions against the parent company of STRABAG AG and its executive bodies.
The decision is part of a dispute that has been ongoing since 2014 regarding the appointment and duties of the special representative. After the 18th Civil Senate of the Higher Regional Court of Cologne had still assumed an abuse of rights in 2017 in its highly regarded decision in the previous release proceedings
(18 AktG 1/17), the Senate has now no longer adhered to its earlier assessment from the release proceedings in the main proceedings after dealing with all of the plaintiffs' arguments in detail.
LOSCHELDER has represented its long-standing client STRABAG AG in all rescission proceedings under stock corporation law since 2014. LOSCHELDER's partners Dr. Henning W. Wahlers and Dr. Martin Empt were in charge, and Dr. Marcel Kleemann and RA Thomas Mäuser were also involved.
