by Julia MacDonald, published on December 18, 2023
The initiation of a restructuring project in accordance with the Corporate Stabilization and Restructuring Act (StaRUG) by the AG Board of Directors does not require an approval resolution from the general meeting. This was decided by the AG Dresden (decision of August 9, 2023, 572 RES 1/23).
Whether the notification of a restructuring project according to Section 31 StaRUG requires a shareholder resolution is controversial in case law and literature: the regional courts of Hamburg (decision of April 20, 2023, 304 T 15/23) and Berlin (decision of May 31, 2023, 100 O 18 /23) had affirmed the requirement for the GmbH, which AG Nuremberg denied for the AG (decision of June 21, 2023, RES 397/23).
The AG Dresden takes this decision on the requirements for the appointment of the restructuring officer as an opportunity to clarify that the initiation of the restructuring project does not require a shareholder resolution. As justification, the court cites the lack of effect in changing the statutes, the differences to filing for insolvency in the event of impending insolvency and the time delay associated with bringing about a shareholder resolution in a listed AG.
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2023-12-19 01:08:19
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