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OLG Frankfurt decision with effect for former Stada shareholders
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The Higher Regional Court (OLG) of Frankfurt am Main ruled in two appeal proceedings (case nos. 26 U 14/24 and 26 U 18/24) that former shareholders of STADA Arzneimittel AG may, under certain conditions, be entitled to a claim for subsequent improvement (Nachbesserung) under the German Securities Acquisition and Takeover Act (WpÜG). The subject matter of the dispute was whether the price offered in the takeover process complied with the statutory requirements and whether a later increase of the offer price must be taken into account retroactively.
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Legal framework: Subsequent improvement under the WpÜG
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Purpose of the rules on the offer price
\nThe WpÜG sets out requirements for public takeover offers which, among other things, are intended to ensure that shareholders receive appropriate consideration for tendering their shares. The offer price is subject to statutory minimum requirements arising from the Act and the associated valuation standards.
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Subsequent adjustment of the price
\nIf, after completion of an offer, there is a legally relevant increase in the consideration, or if it becomes apparent that the offer price did not comply with the statutory requirements, a claim for payment of a difference amount may be considered for shares that have already been tendered. In practice, such claims are often referred to as “subsequent improvement” (Nachbesserung) and are legally tied to specific prerequisites.
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Content and scope of the Frankfurt decision
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Core statement of the judgments
\nAccording to the decision of the OLG Frankfurt am Main, former STADA shareholders who tendered their shares as part of the takeover offer may assert a claim for payment of an additional amount, provided that the statutory requirements are met. In doing so, the court addressed the requirements for the adequacy of the consideration and the resulting legal consequences.
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Classification of the procedural status
\nThe proceedings mentioned have been decided by the court; however, the legal assessment always depends on the circumstances of the individual case. Insofar as further legal remedies may be available or decisions are not final and binding, this must be taken into account in the assessment. What is decisive in this respect is the published decision information, including from the source:
\nhttps://urteile.news/OLG-Frankfurt-am-Main_26-U-1424-26-U-1824_Ehemalige-Aktionaere-des-deutschen-Pharmaunternehmens-Stada-haben-Nachbesserungsanspruch-nach-dem-Wertpapieruebernahmegesetz~N35683
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Significance for shareholders and capital market law disputes
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Interfaces between takeover law and enforcement of claims
\nDisputes over the offer price regularly concern issues of the statutory minimum price rules, the actual structure of the offer, and the settlement following acceptance by shareholders. Judicial enforcement of any difference amounts typically requires that the legal bases and deadlines be reviewed and the requirements of the respective provisions be classified.
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Relevance for investors and high-net-worth individuals
\nFor investors and high-net-worth individuals, decisions in connection with public takeover offers can have significant economic effects. This applies in particular if court proceedings may give rise to the possibility of a subsequent adjustment of the consideration or if the interpretation of key provisions of the WpÜG is clarified.
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Outlook and advisory reference of MTR Legal
\nAs an internationally active full-service commercial law firm, MTR Legal Rechtsanwälte advises companies, investors and high-net-worth individuals on matters of capital market law and related corporate and transaction law topics. Anyone who needs clarification in connection with public takeover offers, subsequent improvement claims, or the classification of court decisions can find further information on legal advice in stock corporation law.
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