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Frankfurt, December 18, 2025 – A German court has sided with former shareholders of Stada, a pharmaceutical company, in a dispute over a 2017 takeover, potentially opening the door to millions in additional payments to investors.
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Court affirms right to claim difference in price after undisclosed deal.
- The Higher Regional Court of Frankfurt ruled in favor of former Stada shareholders asserting a claim for subsequent betterment.
- The case centers around a secret agreement made during the 2017 takeover that promised a higher price to one shareholder.
- The court steadfast the statute of limitations had not expired, allowing claims to proceed.
- A Luxembourg investment company is seeking approximately 4.7 million euros, while a private individual is claiming nearly 140,000 euros.
What happens when a company secretly offers a better deal to one shareholder during a takeover? The answer, according to a recent German court decision, is that all shareholders deserve the same improved price. This ruling, handed down by the Higher Regional Court in Frankfurt on December 18, 2025, affirms the rights of former Stada shareholders who feel shortchanged by the 2017 acquisition.
The Core of the Dispute
Currently, 44 proceedings are pending before the Higher Regional Court involving former shareholders of Stada who accepted a public takeover offer in 2017. These shareholders are claiming a “subsequent improvement” (Section 31 Paragraph 6 in conjunction with Section 31 Paragraph 3-5 WpÜG) against the former bidder.The Federal Court of Justice had previously granted this claim to other former shareholders (judgments of May 23, 2023 – II ZR 119/21; II ZR 220/21).
The dispute stems from a non-public negotiation conducted by the bidder with a shareholder holding 13.26% of Stada’s shares. This resulted in an “Irrevocable commitment” on August 30, 2017, guaranteeing a price of 74.40 euros per share – substantially higher than the 66.25 euros offered to other shareholders. Press releases announcing the agreement were strategically timed and worded, according to the court.
A Secret Deal Comes to Light
The Federal Court of Justice,in its May 23,2023,ruling,equated this “Irrevocable Commitment” to an acquisition under the Securities Takeover Act (Section 31 WpÜG). This meant the bidder was legally obligated to pay the difference to shareholders who had accepted the lower offer. BaFin afterward ordered the publication of this subsequent acquisition in accordance with Section 23 (2) WpÜG,which the bidder complied with in August 2023.
A Luxembourg investment company, having accepted the initial offer of 66.25 euros per share, is now seeking the 8.15 euro difference – totaling around 4,708,000 euros. The defendant argued the claim was barred by the statute of limitations, but the court disagreed.
Statute of Limitations: A Key Ruling
The 26th Civil Senate determined the statute of limitations didn’t begin running until 2023, when the “Irrevocable Commitment” became widely known. Simply knowing about the initial press releases in late August/early september 2017 wasn’t enough; they didn’t reveal the specifics of the claim. The court also found no evidence of gross negligence on the plaintiff’s part and held the defendant accountable for delaying disclosure, effectively preventing earlier legal action.
The court also upheld the award of interest, confirming that the Luxembourg investment company, as an entrepreneur, is entitled to 9 percentage points above the base interest rate.The fact that consumers may also hold shares in the investment fund is irrelevant (ref. 26 U 14/
