Image: VOLKER WEIHBOLD
In the years-long legal dispute between the three banks and their shareholder UniCredit, a groundbreaking judgment has been made, at least in the first instance. After three years, the Takeover Commission determined that it was permissible for the three banks to hold shares in each other and to exercise their voting rights in the syndicates. This is of great importance because in the opposite case, UniCredit would have gained massive power and influence in all three banks. “Then a takeover by the Italians would also have been conceivable,” says Oberbank General Director Franz Gasselsberger. “After the Supreme Court recently declared all of UniCredit’s central allegations against the existing ring participation of the three banks to be unjustified in a fundamental decision, the Takeover Commission is now also dismissing UniCredit.”
However, the Takeover Commission has found that in business it is not uncommon for people to try to maintain or expand their voting advantage in order to prevent a takeover. Any claims that the three banks did not legally exercise their voting rights are therefore unfounded.
This decision has far-reaching consequences. UniCredit has used its minority shareholder rights to enforce the fact that Oberbank has to formally sue its own board of directors. The accusation: Oberbank acquired BTV shares at a price above the stock market price in order to secure the voting rights advantage at BTV against UniCredit and to prevent a takeover of BTV by UniCredit; This expense is supposedly a loss to the Oberbank. However, the takeover commission has now confirmed that the acquisition of shares to preserve the existing voting rights advantage is typically in the interests of a shareholder.
“There was nothing except expenses,” says Gasselsberger about the four-year-long attempts to gain influence at the three banks. But he doubts that UniCredit will now give up its legal efforts.
UniCredit will appeal.
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