Hengeler Mueller advises Commerzbank on two-day Annual General Meeting and on Dresdner Bank merger

22. May 2009

The two-day Annual General Meeting (AGM) of Commerzbank AG took place in Frankfurt on 15 and 16 May 2009. The AGM resolved, inter alia, to increase Commerzbank’s share capital to a total of approx. EUR 3.07 billion excluding shareholder pre-emptive rights in order to provide the Financial Market Stabilisation Fund (SoFFin) with a participation of 25% plus one share. A special audit motion tabled by shareholders was rejected by a large majority. The main topics in the general discussion were the SoFFin participation as well as the acquisition of Dresdner Bank AG ultimately completed on 12 January 2009.

Hengeler Mueller provided comprehensive advice to Commerzbank AG with regard to the preparation and realisation of the AGM. Prior to this, Hengeler Mueller had already advised Commerzbank on the merger of Dresdner Bank AG onto Commerzbank. Given that Commerzbank has been the sole shareholder of Dresdner Bank since 12 January 2009, approval of the merger by the Commerzbank AGM was not required. The merger came into effect on 11 May 2009 by entry into the commercial register of Commerzbank.

The Hengeler Mueller team included partners Gerd Krieger and Hartwin Bungert as well as associates Oliver Rieckers and Christian Horn (all Düsseldorf).