German court rejects statute of limitations in 2017 pharma takeover dispute
The Higher Regional Court (OLG) has ruled in favour of former shareholders in two cases against a defendant linked to a 2017 takeover of a German pharmaceutical company. The decisions, published today, reject the defendant’s argument that the claims had expired under the statute of limitations. Instead, the court found the defendant acted in bad faith by invoking time limits. Over 40 similar cases remain pending, with shareholders seeking compensation for alleged shortfalls in payouts after the takeover. In one ruling, the OLG dismissed the defendant’s appeal against a Luxembourg-based asset management firm. The firm is claiming approximately €4.708 million under § 31(6) WpÜG, arguing it was owed the difference in the takeover price. The court determined that the plaintiff could not have known about the so-called 'Irrevocable Commitment' before 2023. As a result, the limitation period had not yet expired, and the defendant was barred from using it as a defence. The second case involves a private individual seeking nearly €140,000 plus interest. Here too, the OLG rejected the defendant’s limitation argument, reinforcing its stance on the enforceability of these claims. The court’s reasoning aligns with earlier judgments from the Federal Court of Justice, which upheld similar claims for other former shareholders in May 2023. Both decisions are not yet final, leaving open the possibility of further appeals. The full texts of the rulings will soon be available on the official legal portal, www.rv.hessenrecht.hessen.de. The OLG’s rulings affirm that former shareholders can still pursue compensation despite the defendant’s attempts to block claims on time limits. With 44 related cases still pending, the outcomes may set a precedent for other disputes arising from the 2017 takeover. Any further appeals will determine whether these decisions stand as final judgments.
