German Courts Rewrite the Rules on Minority Shareholder Compensation in Corporate Takeovers
17.06.2026 - 01:41:38 | boerse-global.de
A landmark ruling by Germany's Federal Court of Justice (BGH) in September 2020 has fundamentally changed how compensation for squeezed-out minority shareholders is calculated. In the Wella case, the court decided that when a domination and profit transfer agreement (BGAV) exists, the cash payout in a subsequent squeeze-out must be the higher of two values: the proportional enterprise value or the present value of future compensation payments from the existing BGAV. This principle now reverberates through dozens of ongoing valuation disputes.
That decision has been reinforced by statutory changes. Since 31 January 2023, a new provision – Section 11a of the Spruchverfahrensgesetz (SpruchG) – allows courts to accept a majority settlement. If the respondent reaches an agreement with representatives holding 90% of the affected capital, the court can adopt that compensation figure. Another reform, Section 72a of the Umwandlungsgesetz (UmwG), now also grants shareholders of the acquiring company the right to initiate a valuation review. The first practical test came from the merger of FinLab AG into Heliad Equity Partners KGaA.
Recent agreements show the sums at stake. In early January 2026, DIC REI KGaA and VIB Vermögen AG signed a BGAV. Minority holders of VIB Vermögen will receive 4.18 BRANICKS shares per VIB share, plus a fixed annual compensation of €0.92 gross per share. Shareholder meetings approved the deal in February 2026.
Late in 2024, Vonovia SE and Deutsche Wohnen SE sealed a similar contract. The offer: 0.7947 Vonovia shares for each Deutsche Wohnen share, topped up by €1.22 gross in annual compensation. Aktionäre voted in favour in January 2025. Meanwhile, an extraordinary general meeting of STEMMER IMAGING AG approved a BGAV with Ventrifossa BidCo AG in April 2025, featuring a €48.38 cash payout and €3.40 gross yearly per share.
Courts frequently nudge those numbers higher. The Kammergericht Berlin ruled in November 2021 that the cash compensation for former shareholders of Frogster Interactive Pictures AG had to rise by 10.5?%, to €28.73. The annual payout climbed from €1.40 to €2.38 gross. The court endorsed a market risk premium of 4.5?%.
A settlement in August 2021 pushed the payout for ISRA VISION PARSYTEC AG from €10.24 to €13.24. The Munich I Regional Court adjusted the Kontron AG compensation from €3.11 to €3.38 in May 2019.
Not every challenge yields extra cash. In February 2019, the Düsseldorf Higher Regional Court closed a case involving Verseidag AG without any change. A previously identified increase of roughly 3–4?% was rejected as too small to justify. A decision in the Winkler+Dünnebier AG valuation proceeding is expected toward the end of 2026.
These mechanisms remain central to German corporate restructuring. Domination and profit transfer agreements (BGAV) are standard tools for group integration, but the compensation offered to minority shareholders regularly ends up in court. The new legal toolkit – the BGH’s Wella doctrine, the majority-settlement path under §?11a SpruchG, and the expanded standing under §?72a UmwG – is reshaping the landscape for both majority owners and the minority investors they buy out.
