GERMANY Trends and Developments Contributed by: Christoph Nolden, Nicolas Ott, Stefan Mendelin and Thomas Glaser, SZA Schilling, Zutt & Anschütz
ownership structures are often less flexible than those in the US or the UK. At the same time, market analysts are observing a professionalisation of these disputes. Settlement agreements between activists and supervisory boards increasingly include standstill clauses, ESG commit- ments and detailed reporting obligations. This devel- opment shortens public conflicts but increases nego- tiation pressure behind the scenes. Shareholder Activism: Selected Campaigns in Germany (2025) Several prominent campaigns illustrate the range of demands. • RWE (Elliott Management) – Elliott pushed for an expanded share buyback programme. The propos- al was blocked by anchor shareholder VkA (Ver- band der kommunalen RWE-Aktionäre), showing the limits of activism in markets with strong anchor shareholders. • Adidas (Institutional Investors) – Investors includ- ing DWS, Deka, Allianz Global Investors and Union Investment opposed the re-election of Thomas Rabe as chairman of the supervisory board. Con- cerns focused on overboarding, succession plan- ning and a lack of gender diversity. • Nürnberger Versicherung (7Square) – The activist investor objected to exclusive takeover talks with Vienna Insurance Group at EUR700 million, while the market valued the company at EUR1.6 billion. 7Square demanded an open auction process to maximise the tender offer price and protect minor- ity shareholders. • Bayer AG – Shareholders criticised Bayer’s han- dling of litigation risks related to Monsanto’s glyphosate products. Investor groups pressed for clearer strategies to resolve lawsuits and strength- en risk management. • Deutsche Bank – Investors challenged execu- tive compensation practices, demanding more transparency and stronger links between pay and sustainable performance. • Volkswagen AG – Governance activists criticised the dominance of the Porsche-Piëch family and Lower Saxony, demanding stronger independent board representation.
These examples show that activism is not limited to single issues but ranges from financial discipline to litigation risk and governance reform. Takeover Activism German takeover law still contains strict mandatory offer rules, making classic US tactics like hostile bids more difficult. Shareholder activism in public M&A was therefore usually limited to end-game tactics in takeo- ver proceedings. Nevertheless, investors are exerting an increasing influence on M&A processes by engag- ing with supervisory boards early and co-ordinating with proxy advisers. Also, the rise of private equity in German mid-caps has sharpened the role of activists in pushing for transparent sale processes. Takeover activism is becoming more common in Ger- many. Activists are not only focusing on strategy and governance but are also intervening in merger and acquisition (M&A) deals. Typical concerns include: • exclusive negotiations that limit competitive bid- ding; • offers that appear undervalued compared to mar- ket expectation; and • processes that seem to disadvantage minority shareholders. By demanding wider auctions or higher offers, activ- ists try to push boards to justify their decisions and increase shareholder value. The Nürnberger Versi- cherung case illustrates how these tactics play out in practice. In this case, 7Square argued that the com- pany’s exclusive negotiations with Vienna Insurance Group undervalued the business and risked harming minority shareholders. Their intervention highlights how activism can directly shape deal structures and force boards to consider broader market interests. ESG Activism: Diverging Transatlantic Trends Environmental, social and governance (ESG) issues remain central to shareholder activism, but trends dif- fer across regions. In the US, a political backlash has reduced ESG-related proposals at shareholder meet- ings in 2025. By contrast, Europe has (yet) maintained momentum, with investors actively challenging boards on climate targets, supply chain transparency and human rights issues.
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