Gleiss Lutz wins appraisal proceedings for NTT DATA regarding squeeze-out compensation paid to minority shareholders of itelligence AG
Gleiss Lutz has successfully represented NTT DATA EUROPE GmbH & Co. KG, a wholly-owned subsidiary of the the Tokyo stock exchange listed NTT DATA Corporation, in a lawsuit concerning the squeeze-out compensation paid to former minority shareholders of itelligence AG. On 30 April 2018 the Düsseldorf Higher Regional Court dismissed the minority shareholders' motions for an increase in compensation.
In the landmark case, the Higher Regional Court for the economically significant court district ruled – as far as apparent for the first time – on whether company valuations may follow the recommendation of the IDW's expert committee for company valuations of 12 September 2012 to apply an increased range of 5 to 6% after taxes when determining the market risk premium as a result of the financial crisis. Whereas the Dortmund Regional Court saw no proof that the financial market crisis had a lasting negative effect on the market risk premium, the Higher Regional Court held that capital markets displayed a significantly increased degree of uncertainty. Against this background the Court found nothing objectionable in using a market risk premium of the median value of the recommended range for the relevant valuation date in May 2013. The Düsseldorf Higher Regional Court thus continues the convincing case law of the Higher Regional Courts of Celle, Dresden, Frankfurt am Main and Hamburg et al.
NTT DATA was represented by a Gleiss Lutz team headed by Dr. David Quinke (partner, litigation, Düsseldorf), and including Dr. Thorsten Gayk (counsel, corporate, Hamburg) and Dr. Julia Egyptien (litigation, Düsseldorf). A Gleiss Lutz team led by Dr. Michael Burian (partner, corporate/M&A, Stuttgart) and Martin Hitzer (partner, corporate, Düsseldorf) had previously advised NTT DATA on the squeeze-out and the preceding voluntary public takeover offer. Gleiss Lutz's appraisal proceedings team headed by Dr. Dirk Wasmann (partner, corporate, Stuttgart) is regularly involved in high-profile and landmark appraisal proceedings. The initial rulings by the Dresden Higher Regional Court and the Hamburg Higher Regional Court on the market risk premium of 5.5% after taxes, for example, are the result of appraisal proceedings on which Dr. Dirk Wasmann and his team worked.