Despite avoidance actions unprecedented in scope which were filed by 125 plaintiffs against the squeeze-out of minority shareholders at HypoVereinsbank, Gleiss Lutz has secured its registration in the commercial register. On September 3, 2008, the Munich Higher Regional Court issued a final judgment in the release proceedings ruling that the actions to set aside the resolution of HypoVereinsbank’s annual shareholders’ meeting of June 26/27, 2007 regarding the squeeze-out of minority shareholders do not stand in the way of its registration in the commercial register. In doing so, the Munich Higher Regional Court upheld a ruling by the District Court Munich I of April 24, 2008, in which the District Court had dismissed the avoidance actions as clearly unsubstantiated. The Higher Regional Court also confirmed the rejection of the third-party intervention by HypoVereinsbank’s special representative, attorney Dr. Heidel, Bonn, who was appointed by the minority shareholders. The Munich Higher Regional Court ruled that the special representative had exceeded his powers.
Based on the Munich Higher Regional Court’s decision, the squeeze-out was registered in the commercial register of HypoVereinsbank on September 15, 2008. As a result, all shares of HypoVereinsbank’s minority shareholders have been transferred to majority shareholder UniCredit S.p.A.
Along with the squeeze-out at Wella AG, this was the second time within a year that Gleiss Lutz successfully obtained a ruling for a major listed stock corporation in release proceedings for the registration of a squeeze-out. On November 5, 2007, the Frankfurt Higher Regional Court had approved the registration of the squeeze-out at Wella AG.
Gleiss Lutz advised its client HypoVereinsbank on conducting the squeeze-out and represented it in the judicial proceedings. Gleiss Lutz’ team was lead by partners Dr. Gerhard Wirth and Dr. Michael Arnold and included Dr. Felix Born, Martin Grabolle, Dr. Jana Glock and Ulrike Kreutzkam, all Corporate/M&A.
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