OLG Celle Declares VW Approval Resolution on Stadler Settlement Void
The Oberlandesgericht Celle (Higher Regional Court of Celle) has declared void the approval resolution adopted by the general meeting of Volkswagen AG regarding the liability settlement with former Audi CEO Rupert Stadler. The decision by the 9th Civil Senate was issued on 14 October 2026 under case reference 9 U 93/22. The matter concerned a settlement that Volkswagen had concluded in June 2021 in connection with the civil-law processing of the diesel scandal.
Under the agreement at the time, Stadler was to make a personal contribution of EUR 4.1 million. According to the information cited in the proceedings, damage of around EUR 300 million was attributed to him. The general meeting had approved the settlement in July 2021 by a very large majority.
Background: Liability Settlements Following the Diesel Scandal
Settlement Structure with Former Corporate Officers and Insurers
According to the available reports and the information admitted by the group itself, it has been known since September 2015 that Volkswagen diesel vehicles were fitted with software that influenced emission values in order to comply with nitrogen oxide limits. The group had previously admitted inaccurate test results in the United States. A few days later, the then CEO of the group, Martin Winterkorn, resigned.
Volkswagen subsequently reviewed the civil-law responsibilities of former corporate officers. In this context, Stadler and other former top managers were accused of negligent breaches of duties of care under § 93 Abs. 1 Aktiengesetz (AktG, German Stock Corporation Act). In the case of allegations that have not been finally adjudicated, the presumption of innocence generally applies; where individual criminal proceedings have been concluded, the respective procedural status must be considered separately.
The settlement structure concluded in 2021 provided for payments to Volkswagen totaling almost EUR 290 million. The largest part was to be paid by directors’ and officers’ liability insurers. Volkswagen agreed on a personal contribution of EUR 11.2 million with Winterkorn and EUR 4.1 million with Stadler.
Purpose of Approval by the General Meeting
Volkswagen recommended that shareholders approve the settlement agreements on the grounds that it wished to bring the civil-law processing of the diesel matter vis-à-vis corporate officers to a swift, legally secure and final conclusion. The resolutions of the general meeting were each adopted by majorities of more than 99 percent.
The approval resolutions were challenged, among others, by the Schutzgemeinschaft der Kapitalanleger and another German investor protection organization. They argued that small shareholders had been caught off guard. In addition, they complained, among other things, that in their view the waiting period under § 93 Abs. 4 Satz 3 AktG had not been observed, that criminal proceedings had not been awaited, and that there may have been a breach of the prohibition on the return of contributions under § 57 Abs. 1 Satz 1 AktG.
Dispute Over Information on Financial Circumstances
Key Point of the OLG Celle Decision
At the center of the proceedings now decided was the question of whether shareholders at the general meeting had received sufficient information on the economic basis of the settlement with Stadler. In the view of the OLG Celle, the answers to questions previously submitted concerning his financial circumstances were insufficient.
The supervisory board had justified the appropriateness of the personal contribution also on the basis that, in its assessment, Stadler’s financial capacity fell far short of the damage attributable to him. Precisely where a liability settlement is based on limited financial capacity, the information provided at the general meeting must, according to the decision, make it comprehensible on what this assessment is based.
According to the available reports, the Senate criticized in particular that the answers did not show the extent to which possible liability claims could have been covered by Stadler’s own assets. Nor had it become sufficiently clear whether, when concluding the settlement, the supervisory board itself had reliable knowledge of the financial circumstances or whether gaps in knowledge existed in this respect.
Breach of the Shareholders’ Right to Information
The court regarded the insufficient information as a breach of the shareholders’ right to information. What mattered, accordingly, was not merely that the supervisory board had made an assessment. Rather, the shareholders had to be placed in a position to understand the factual basis of that assessment.
From the Senate’s perspective, sufficient information was lacking on the following points:
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the extent to which Stadler’s assets could have been used to satisfy possible liability claims,
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the factual basis on which the supervisory board considered the personal contribution of EUR 4.1 million to be appropriate,
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whether the supervisory board itself had sufficient knowledge of the financial circumstances or whether corresponding findings were lacking.
Oliver Wilken, counsel for the Schutzgemeinschaft der Kapitalanleger, assessed the decision as an important signal for the corporate governance of listed companies. In substance, he stated that anyone who justifies a personal contribution by reference to financial capacity must either provide shareholders with a viable factual basis or disclose that no such basis had been established.
Lower Courts and Decision of the Bundesgerichtshof
Landgericht Hannover and First Appellate Decision
The Landgericht Hannover (Regional Court of Hanover) had initially dismissed the action against the approval resolutions. The decision was issued on 12 October 2022 under case reference 23 O 63/21. The Oberlandesgericht Celle likewise initially dismissed the appeal brought against it; that decision is dated 29 November 2023 and was handled under case reference 9 U 93/22.
The Bundesgerichtshof (BGH, Federal Court of Justice) assessed the matter partly differently on appeal on points of law. By judgment of 30 September 2025, case no. II ZR 154/23, the II Civil Senate declared the approval resolution concerning the coverage settlement with the insurers itself void. The Bundesgerichtshof remitted the proceedings concerning the liability settlements with Winterkorn and Stadler to the Oberlandesgericht Celle.
Renewed Consideration by the OLG Celle After Remittal
After remittal, the parties were given the opportunity to supplement and specify their submissions concerning the information provided at the general meeting. The oral hearing on the settlement with Stadler took place on 23 September 2026. The proceedings concerning the liability settlement with Winterkorn were severed.
With regard to Winterkorn, the OLG Celle has not yet issued a decision. One reason for the severance is that, following the BGH judgment, Volkswagen once again submitted the other settlements for a vote. The general meeting approved them again by a large majority in June 2026; according to the available information, actions have already been brought against this as well.
Special Features of the Stadler Settlement
No Renewed Vote on the Stadler Settlement
Following the judgment of the Bundesgerichtshof, Volkswagen did not resubmit the settlement with Stadler to the general meeting for a vote. By way of background, it is reported that a substantial part of his personal contribution of EUR 4.1 million was to come from a severance payment. This severance payment was subject to the condition that all criminal proceedings against him end without a conviction.
Stadler was sentenced by the Landgericht München II (Regional Court Munich II) to a custodial sentence of one year and nine months, suspended on probation, for fraud in 17,177 cases. According to the available information, this conviction has been final since December 2025. The condition for the contemplated severance payment therefore ceased to apply.
Negotiations on a New Liability Settlement
According to the available reports, the invitation to the 2026 general meeting stated that, against this background, Volkswagen and Audi had entered into negotiations with Stadler on the conclusion of a new liability settlement. An agreement was not foreseeable for the time being.
According to the reported information, Volkswagen did not share the view of the OLG Celle and announced that it would continue to defend itself and carefully examine legal remedies against the decision. The judgment of the OLG Celle is not final. According to the available information, leave to appeal on points of law was not granted; a complaint against denial of leave to appeal to the Bundesgerichtshof remains possible.
Assessment Under Stock Corporation Law
Information Obligations in Liability Settlements
The decision of the OLG Celle concerns the requirements for informing shareholders in the case of approval resolutions on liability settlements with former corporate officers. The decisive factor was that Stadler’s financial capacity had been used as a key argument in favor of the settlement. In such a constellation, the information must enable shareholders to understand why the agreed personal contribution is assessed as appropriate.
For stock corporations, the case shows that the preparation of a general meeting and the answering of shareholder questions are closely linked to the reasons given for a settlement. If certain facts are relied upon as the basis for a resolution recommendation, the information provided must make this connection sufficiently clear. If there are gaps in knowledge on the company’s side, disclosure of these may also become relevant to the basis on which shareholders make their decision.
Impact on the Further Processing of the Diesel Scandal
According to Volkswagen’s own information, the diesel scandal has so far cost the company around EUR 33 billion. The stock corporation law review of individual liability settlements is therefore still not complete. In addition to the Stadler proceedings now decided, the decision of the OLG Celle on the severed settlement with Winterkorn remains to be awaited in particular.
According to the available reports, the renewed approval of other settlements by the general meeting in June 2026 is also the subject of further actions. Volkswagen had justified the resubmission on the grounds that, from the group’s perspective, the defects criticized by the Bundesgerichtshof were formal rather than substantive in nature.
Frequently Asked Questions
Why did the OLG Celle declare the VW resolution on the liability settlement with Rupert Stadler void?
The OLG Celle considered the information on Stadler’s financial circumstances to be insufficient. In the court’s view, the shareholders were unable to understand the basis on which the supervisory board had assessed the personal contribution of EUR 4.1 million as appropriate.
What role does § 93 Aktiengesetz play in the VW liability settlement with former management board members?
§ 93 Abs. 1 AktG concerns the duties of care of management board members; the proceedings concerned the allegation of a negligent breach of duty. In addition, the claimants also invoked § 93 Abs. 4 Satz 3 AktG in connection with the waiting period for settlements.
What practical consequences does the OLG Celle decision on the VW-Stadler settlement have for companies?
The decision makes clear that draft resolutions and answers to shareholder questions in liability settlements must be coordinated with one another in a comprehensible manner. If the appropriateness of a settlement is justified by the limited capacity to pay of a former corporate officer, reliable information or identifiable gaps in knowledge may be significant for the adoption of the resolution.
Stock Corporation Law Advice on Complex Resolution Issues
Liability settlements with corporate officers, rights to information at the general meeting and the validity of stock corporation law resolutions touch on central issues of corporate governance. Particularly in significant transactions, directors’ and officers’ liability and disputed general meeting resolutions, a precise review of the legal starting position and the procedural requirements is essential. MTR Legal Rechtsanwälte advises companies, investors and shareholders on corresponding matters in capital markets law and stock corporation law. Further information can be found under Legal advice in stock corporation law.
