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Hanover Local Court decision on the appointment of an emergency managing director at Hannover 96
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By order of 6 March 2024 (case no. HRB 58240), the Hanover Local Court (Amtsgericht Hannover) refused to appoint an emergency managing director for Hannover 96 Management GmbH. The proceedings were triggered by an application from a shareholder to appoint an emergency managing director in order to ensure the company’s ability to act. The background and the court’s key considerations are set out below.
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Initial situation of the application
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The applicant, a shareholder of Hannover 96 Management GmbH, had applied for an emergency managing director. In support of the application, it was argued, among other things, that without such an appointment the company would not be capable of conducting business and that actions for the benefit of the company would be hindered. The application was based on the assumption that, following the resignations of managing directors, a gap existed in management and representation.
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Situation under the articles of association and the factual circumstances
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In the view of the Hanover Local Court, the requirements for appointing an emergency managing director pursuant to § 29 BGB were not met. Decisive for the decision was, in particular, that a managing director was still entered in the commercial register and that this person was performing the function. Nor was a complete paralysis of the company apparent. The court had no indications that it was impossible to adopt the necessary resolutions or to manage the company.
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The court further stated that measures to ensure proper management must primarily be taken by the company’s own corporate bodies. The court’s appointment of an emergency managing director is only to be considered if there is a legally significant deficiency in management that endangers the continuation of business operations.
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Key considerations of the court
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No prerequisites for court appointment
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After thorough review, the Local Court found that the formal and substantive requirements for appointing an emergency managing director were not satisfied. The managing director in office at the time of the decision was still able to represent the company externally. The factual obstruction of management alleged by the applicants could not be set out in a sufficiently substantiated manner.
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Significance for the bodies of corporations
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The court decision makes clear that the appointment of an emergency managing director remains an exceptional case. If the company can still be represented by its corporate bodies and there is no insurmountable standstill in management, responsibility for appointing a new managing director remains primarily with the shareholders.
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Effects and further course
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Although the applicant relied on an alleged inability of management to act, the court saw no sustainable reasons for such a step. According to reports, the order is not yet final. Should any of the parties lodge an appeal, the further proceedings remain to be awaited (cf. urteile.news, AG Hannover, case no. HRB 58240, order of 06.03.2024).
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Note on professional support in corporate law
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The decision underscores the importance of a clear corporate-law structure and allocation of responsibility, particularly in complex corporate constellations. Companies, investors, or shareholders facing similar issues are advised to make use of tailored solutions. For a personal analysis of individual matters, the MTR Legal team will be pleased to assist you. Further information can be found in the section Legal advice in corporate law.
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