Hengeler Mueller successfully represents METRO AG in defence against action of voidance of the 2010 shareholders' resolution on the appropriation of profits

29. July 2014

For some years, certain shareholders, professional claimants in particular, have been trying to fight shareholders' resolutions on the appropriation of profits by claiming package shareholders were neither authorised to vote nor entitled to receive dividend payments due to a breach of statutory disclosure obligations. The German Federal Court of Justice (BGH) has now put an end to this. With the decision dated 29 April 2014 published on BGH website yesterday, BGH has clarified that a possible breach of statutory disclosure obligations does not make the shareholders' resolution on the appropriation of profits contestable with regard to contents. It is not for the shareholders' meeting to decide on the dividend entitlement of the shareholders. This entitlement derives from the law and is to be reviewed by the company before dividends are paid out. The Düsseldorf District Court had rejected the action of voidance. The Düsseldorf Court of Appeals had dismissed the appeal filed by the plaintiff, but admitted an appeal on points of law (Revision).

Hengeler Mueller advised the defendant METRO AG on the legal dispute. The Hengeler Mueller team included partner Andreas Austmann as well as counsel Petra Mennicke (both Litigation, Düsseldorf). Before the German Federal Court of Justice (BGH), METRO AG was represented by BGH attorney Reiner Hall (Rechtsanwälte Jordan & Hall, Karlsruhe).