Gleiss Lutz secures a win for Hypo Real Estate Holding: Munich I District Court dismisses actions to set aside a capital increase resolution

Gleiss Lutz achieved another important victory for Hypo Real Estate Holding AG (HRE) in the dispute over the nationalisation of HRE: In its judgment of 23 February 2012 the Munich I District Court dismissed all actions against the capital increase resolution of 2 June 2009 (5HK O 12377/09).  

On 2 June 2009 Hypo Real Estate resolved a capital increase by means of which the Special Fund Financial Market Stabilisation (Sonderfonds Finanzmarktstabilisierung - SoFFin) acquired 90 percent of the shares in HRE. As a result of the ensuing squeeze-out, the German federation ultimately became the sole shareholder of HRE. Six former shareholders brought an action to set aside this capital increase resolution before the Munich I District Court. In its decision of 8 April 2010 the Munich I District Court referred to the ECJ the question of whether the financial market stabilisation laws breached Article 5 (1) Directive 2007/36/EC because they shortened the notice period required for calling a general meeting to one day. In its decision of 24 March 2011 (case C-194/10), the ECJ then stated that the question that had been referred to it was “objectively speaking, not required” for the decision to be issued by the Munich I District Court.  

After continuing the dispute the Munich I District Court dismissed the actions and found all stock corporation, constitutional and European law-related objections made by the plaintiffs to be unfounded. The Court found that the state takeover was not excessive, since HRE is systemically relevant.  

The Gleiss Lutz team was made up of: Dr. Gerhard Wirth, Dr. Michael Arnold (both partner, corporate, Stuttgart), Prof. Dr. Michael Uechtritz (partner, administrative, Stuttgart) and Martin Grabolle (corporate, Stuttgart).