The German Federal Court of Justice rules that where consideration in a public acquisition is not adequate shareholders may be entitled to sue

RECENT CASE LAW RELATING TO PUBLIC TENDER OFFERS UNDER THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WPÜG): The German Federal Court of Justice (FCJ) pronounced on November 23, 2021 two judgments in parallel proceedings [1] that may have landmark effect. In contrast to the FCJ’s earlier judgment of July 29, 2014, [2] in which the FCJ discussed claims of a shareholder who had accepted the concerned public takeover offer and held that if the consideration offered in the context of a takeover offer is not adequate, then shareholders who accepted the takeover offer are entitled to a claim for payment of the adequate consideration [3] against the offeror, the FCJ now discusses claims brought by shareholders or, respectively, swap holders who had declined to accept a public takeover

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Christian O. Zschocke, Joachim Heine, Ulrich Korth, The German Federal Court of Justice rules that where consideration in a public acquisition is not adequate shareholders may be entitled to sue, 23 November 2021, e-Competitions November 2021, Art. N° 105882

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