Clifford Chance and its client The Children’s Investment Fund (TCI) have claimed the scalps of two senior executives at Deutsche Börse, in a landmark victory for German investors.
The UK firm advised hedge fund and Deutsche Börse shareholder TCI on its battle to force Deutsche Börse to withdraw a takeover bid for the London Stock Exchange (LSE). A raft of Deutsche Borse shareholders objected to the bid on the grounds that the LSE was overpriced and the deal would be value destructive for Deutsche Börse. TCI was the most vocal critic among the rebel shareholders.
Under German law, shareholders in German corporates have no ability to vote against takeover offers or other strategies they regard as value destructive to the company.
Clifford Chance oversaw a public campaign against Deutsche Börse’s takeover strategy bid and put pressure on chief executive officer Walter Seifert and supervisory board chairman Rolf Breuer to renounce the takeover strategy and stand down.
The campaign saw Deutsche Börse publicly abandon the takeover bid and, last week, Seifert resigned from his post, while Breuer indicated that he would stand down by the end of the year.
Clifford Chance partner Wolfgang Richter, who led on the battle, said the developments are a landmark in German corporate governance and a triumph for shareholders.
“For the first time, active investors forced the management of a very successful company to stop a major transaction because it wasn’t in the interests of the company. Active investors may now feel encouraged to use their power to influence other companies,” said Richter.
Deutsche Börse was advised by regular corporate counsel Hengeler Mueller.