Holzmüller
Germany Federal Court of Justice
25 February 1982 (1982)
- Written by Curtis Parvin, JD
Facts
J. F. Müller & Son AG (JFM) (defendant) was a German corporation operating primarily in the lumber industry. JFM’s charter stated its business purpose as involving the lumber industry and allowed JFM to found and acquire other corporations in the area. JFM’s charter allowed it to allocate parts of JFM’s assets to these other corporations. Over time, JFM developed a business operating a lumber harbor, which functioned as an autonomous division of JFM, comprising roughly 80 percent of JFM’s overall assets. JFM’s board created a subsidiary, H-KGaA, that would operate the lumber-harbor business. In creating the subsidiary, JFM transferred 80 percent of its assets to the subsidiary in exchange for all of H-KGaA’s shares. A shareholder (claimant) (plaintiff) holding 8 percent of JFM’s shares challenged the move, asserting that the transfer was void because, among other reasons, a general meeting of shareholders did not approve the transfer. The regional court dismissed the case, and the appellate court concurred. The claimant 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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