Gelatine
Germany Federal Court of Justice
26 April 2004 (2004)
- Written by Curtis Parvin, JD
Facts
A German corporation in the gelatin industry (Gelatine corporation) (defendant) owned all of the shares in a British and a Swedish corporation. The British corporation did not affect the Gelatine corporation’s finances, whereas the Swedish corporation provided 30 percent of the revenues of the Gelatine corporation. The Gelatine corporation’s managing board of directors restructured the company by transferring the shares of both subsidiary corporations to a new corporation in exchange for 100 percent of the new corporation’s stock. The transaction was approved at a subsequent shareholder meeting. Four Gelatine corporation shareholders (the shareholders) (plaintiffs) objected and filed suit, claiming that, in accordance with a decision in a 1982 case involving the assets of a German lumber-harbor business, the restructuring was a major change requiring a three-quarters-majority vote of the shareholders (the resolution passed with 69 percent of the vote). The district court rejected the shareholders’ claim and dismissed the case. The dismissal was upheld on appeal. The shareholders then appealed to the Germany Federal Court of Justice. [Editor’s Note: The Germany Federal Court of Justice is Germany’s highest civil and criminal jurisdiction court.]
Rule of Law
Issue
Holding and Reasoning (Per curiam)
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