In its decision of May 28, 2026 (case no. 101 VA 68/26 e), the Bayerisches Oberstes Landesgericht (BayObLG, Bavarian Supreme State Court) addressed the circumstances under which a shareholder who is not a party to an action challenging a shareholder resolution may request access to the court files. The decision focuses on the legal interest within the meaning of § 299(2) ZPO (German Code of Civil Procedure). The court clarified that the extension of res judicata and the constitutive effect of a judgment upholding such an action in relation to all shareholders may, in themselves, establish such a legal interest.
Action Challenging Resolutions of the General Meeting
The applicant was a shareholder of the defendant stock corporation and had attended the general meeting in question. At the meeting, she had lodged an objection to all resolutions for inclusion in the minutes. After the company announced in the Bundesanzeiger (German Federal Gazette) on February 12, 2026 that an action challenging the resolutions relating to agenda items 1 and 2 had been filed, the shareholder applied on February 26, 2026 for access to the court files in the proceedings pending before the Landgericht München I (Regional Court Munich I), which are listed in the dejure.org case-law database under case no. 5 HKO 16653/25.
In support of her application, she argued that, as a shareholder, she had a legitimate interest in obtaining information about the subject matter and status of the proceedings. In particular, she wished to assess whether she should join the proceedings as an intervening party.
Legal Interest Arising from Shareholder Status
Her legal interest arose from her status as a shareholder alone. After all, pursuant to § 248(1), sentence 1 AktG (German Stock Corporation Act), the res judicata effect of a judgment upholding an action challenging a shareholder resolution extends to all shareholders. Shareholders who are not themselves parties to the proceedings are therefore also legally affected by their outcome. The option of intervention is specifically intended to afford the affected shareholders the right to be heard.
Landgericht München I Rejects Application for Access to Court Files
The defendant stock corporation opposed the request for access to the court files. It took the view that a legal interest did not arise merely from the general possibility of intervention. Instead, the applicant was required to demonstrate why she actually needed access to the court files in order to decide whether to join the proceedings.
The Landgericht München I followed this reasoning and rejected the application by order dated March 9, 2026. It stated that the publication in the Bundesanzeiger had already informed the applicant of the subject matter of the dispute. She therefore had sufficient information to decide whether to join the proceedings.
No further legal interest in inspecting the court files was apparent. Nor was the right-to-be-heard argument persuasive, since that right was safeguarded by the option of intervention and not by prior access to the court files.
The shareholder challenged this decision by filing an application for judicial review with the Bayerisches Oberstes Landesgericht on April 7, 2026.
Decision of the BayObLG
The Bayerisches Oberstes Landesgericht partially granted the application. It set aside the decision of the Landgericht München I dated March 9, 2026 and required the judicial authority to issue a new decision on the application for access to the court files in accordance with the legal opinion of the Senate.
However, the court did not find that the applicant had a direct right to access the court files. Rather, the Senate held that, as a shareholder, the applicant had sufficiently demonstrated and substantiated a legal interest in inspecting the court files pursuant to § 299(2) ZPO.
In doing so, the BayObLG expressly rejected the view of the Landgericht München I that the shareholder first had to demonstrate that she actually needed to inspect the files in order to decide whether to intervene.
Extension of Res Judicata and Constitutive Effect
According to the BayObLG, the legal interest arises from the extension of res judicata and the constitutive effect of a judgment upholding an action challenging a shareholder resolution.
At the same time, however, the court emphasized that the existence of a legal interest does not automatically confer a right to inspect the court files. Rather, it initially enables the competent judicial authority to make a discretionary decision.
The finding of a legal interest therefore does not determine the outcome of the request to inspect the court files. At the level of legal consequences, the defendant stock corporation’s confidentiality interests must, in particular, be weighed against the shareholder’s interest in obtaining information. The request may therefore still be rejected, or access may be granted only on a restricted basis.
Legal Interest Pursuant to § 299(2) ZPO
The starting point for the legal assessment was § 299(2) ZPO. Under this provision, third parties may be granted access to court files without the parties’ consent if they substantiate a legal interest.
The BayObLG first set out the general requirements for such a legal interest:
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It requires the applicant’s personal rights to be affected by the subject matter of the proceedings.
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The interest must arise directly from the legal system.
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There must be a current relationship, based on or governed by legal rules, between one person and another person or an object.
The proceedings, or at least their subject matter, must therefore be of specific relevance to the applicant’s legal interests. Purely economic or social interests, as well as a mere interest in the litigation or procedural events, are insufficient.
Applying these principles, the court found that the applicant had a legal interest in the present case.
Extension of Res Judicata and Constitutive Effect Under § 248(1) AktG
The special effect of a judgment upholding an action challenging a shareholder resolution was decisive to the BayObLG’s reasoning. Pursuant to § 248(1), sentence 1 AktG, a judgment declaring a resolution of the general meeting null and void takes effect for and against all shareholders and the members of the management board and supervisory board. Such a judgment also has constitutive effect. It constitutes a judgment altering legal rights within the meaning of § 241 no. 5 AktG.
The legal effects of the judgment are therefore not limited to the parties directly involved in the proceedings. Rather, the decision encompasses all shareholders, regardless of whether they themselves participated in the proceedings.
The BayObLG therefore held that the applicant was directly affected by the potential consequences of the challenge proceedings solely by virtue of her status as a shareholder. The extension of res judicata and the constitutive effect under § 248(1), sentence 1 AktG were therefore sufficient to establish the legal interest in accessing the court files required by § 299(2) ZPO.
In support of its position, the Senate referred to the case law of the Bundesgerichtshof (BGH, Federal Court of Justice), in particular its decision of April 23, 2007 (case no. II ZB 29/05). According to that decision, the extension of res judicata and the constitutive effect of a judgment in challenge proceedings also establish a shareholder’s legal interest within the meaning of § 66(1) ZPO in the success of the party supported by that shareholder.
No Additional Requirement to Demonstrate That Access Is Necessary for Intervention
A key finding of the decision concerns whether a shareholder must additionally demonstrate that access to the court files is necessary in order to assess a possible intervention. The Landgericht München I had answered this question in the affirmative and rejected access to the court files on the grounds that the publication in the Bundesanzeiger had already provided the applicant with sufficient information about the subject matter of the dispute.
The BayObLG unequivocally rejected this reasoning. According to the Senate, requiring the shareholder additionally to demonstrate the specific necessity of inspecting the court files for the purpose of deciding whether to join the proceedings imposes excessive requirements for establishing a legal interest under § 299(2) ZPO.
The applicant had not based her request solely on her intention to assess a possible intervention. Rather, she had expressly referred to the extension of res judicata pursuant to § 248 AktG and the resulting direct legal impact on all shareholders. This circumstance alone established the required legal interest.
It was therefore also irrelevant whether the shareholder could decide whether to join the proceedings based solely on the information published in the Bundesanzeiger.
No Contrary Considerations Based on a Potentially Large Number of Requests for Access
The BayObLG also rejected the argument that recognizing a legal interest would allow all shareholders of a stock corporation to request access to the court files, thereby making those files de facto public. The Senate clarified that two distinct levels of review had to be distinguished in this context.
The question of whether a legal interest exists within the meaning of § 299(2) ZPO must be distinguished from the subsequent discretionary decision on whether access to the court files should actually be granted. As part of that discretionary decision, the confidentiality interests of the parties to the proceedings and the applicant’s interest in obtaining information may, in particular, be weighed against one another.
The form in which access to the court files is granted must also be considered at this stage. In this respect, the court referred to § 299(3) ZPO. The possibility that a large number of shareholders might apply for access to the files therefore does not preclude a finding that a legal interest exists in principle.
Significance of Intervention in Support of the Defendant Company
The BayObLG also considered the objection that a shareholder’s position in an action challenging a shareholder resolution was not comparable to that of a recipient of a third-party notice. Whereas a recipient of a third-party notice who fails to join the proceedings may, in certain circumstances, face the effects of § 74(3) ZPO, a shareholder in challenge proceedings is not exposed to such a risk.
The Senate did not attach decisive importance to this argument either. It pointed out that a shareholder may intervene not only in support of the claimant but also in support of the defendant stock corporation.
It is recognized in this context that the time limit under § 246(4), sentence 2 AktG does not operate to the detriment of a shareholder who intervenes in support of the defendant company. This follows from the case law of the Bundesgerichtshof (decision of June 15, 2009 – II ZB 8/08). It may therefore become relevant even at a later stage of the proceedings whether a shareholder wishes to join the company’s side and defend the challenged resolution of the general meeting.
Irrespective of this, the BayObLG again clarified that a legal interest in accessing the court files ultimately did not depend on whether the position of an intervening party was comparable to that of the recipient of a third-party notice. The decisive factor was instead that the res judicata and constitutive effects of a judgment upholding an action challenging a shareholder resolution applied to all shareholders regardless of their participation in the proceedings.
No Direct Right to Access the Court Files
Although the BayObLG expressly found that the applicant had a legal interest, it did not directly grant her the requested access to the court files. In this respect, the Senate referred to the distinction between the statutory requirements and the legal consequences under § 299(2) ZPO.
The existence of a legal interest is initially a prerequisite for the judicial authority to exercise its discretion as to whether access to the court files should be granted at all. However, a finding that such an interest exists does not in itself confer a right to actual inspection.
The decision on whether to grant access to the court files remains a matter for the competent judicial authority, which must take the conflicting interests into account. As the BayObLG was not permitted to exercise this discretion itself in place of the competent judicial authority, the matter was not yet ready for a final decision.
Consequently, it set aside the decision rejecting the application and remitted the matter for a new decision in accordance with its legal opinion.
Significance and Practical Implications of the Decision
The BayObLG’s decision of May 28, 2026 strengthens shareholders’ ability to obtain information in actions challenging shareholder resolutions. The decision makes clear that shareholders do not have a legal interest in accessing the files of proceedings to which they are not a party only where they specifically intend to intervene or require additional information for that purpose.
Rather, the legal interest arises from the shareholders’ special legal status and the statutory extension of res judicata pursuant to § 248(1), sentence 1 AktG.
In this way, the court takes account of the fact that challenge proceedings may have significant consequences for the legal position of all shareholders even though they are not directly involved in the proceedings.
In practice, this means that a shareholder seeking access to court files in an action challenging a shareholder resolution may establish their legal interest by referring, in particular, to the extension of res judicata and the constitutive effect of a judgment upholding the action. According to the BayObLG, the shareholder is not required to additionally demonstrate why access to the court files is specifically necessary in order to decide whether to intervene.
However, the decision must not be misunderstood as automatically granting every shareholder an unrestricted right to inspect all court files relating to an action challenging a shareholder resolution.
A finding that a legal interest exists merely opens the way for a discretionary decision under § 299(2) ZPO. The judicial authority must still weigh the parties’ interests in maintaining the confidentiality of the subject matter of the proceedings against the shareholder’s interest in obtaining information.
MTR Legal Rechtsanwälte advises companies, management board members, corporate bodies and investors on corporate law matters and contentious shareholder situations. Further information is available at Corporate Law Advice.
