Hengeler Mueller client Linde succeeds before German Federal Court of Justice – Declaratory action in connection with Praxair-Merger finally rejected

With a decision by the Federal Court of Justice (Bundesgerichtshof/BGH) on 15 February 2022, a legal dispute of several years over the merger of Linde and Praxair came to an end. The II. Civil Senate responsible for corporate law of Germany’s Federal Court of Justice rejected the third-instance appeal by former Linde shareholders against a ruling of the Munich Higher Regional Court. Supported by Deutsche Schutzvereinigung für Wertpapierbesitz e.V. (DSW), the shareholders sought a declaration that the conclusion of the business combination agreement between Linde AG and Praxair, Inc. on the 2018 completed merger required the separate approval by the shareholders' meeting of the company. The Munich Regional Court I had denied this in December 2018 and rejected the claim. The Munich Higher Regional Court dismissed the appeal against this decision in October 2020. With the Federal Court of Justice's rejection of the third-instance appeal filed against that decision, the declaratory action of the former Linde shareholders has now been rejected with legally binding effect.

Hengeler Mueller advised Linde on the proceedings in all instances. The team was led by partners Viola Sailer-Coceani and Daniel Engel (both Dispute Resolution) and included partner Jochen Vetter (Corporate) (all Munich).

Before the Federal Court of Justice, Linde was represented by BGH attorney Reiner Hall (Jordan & Hall, Karlsruhe).