With the Location Promotion Act (Standortfördergesetz – StoFöG) of 4 February 2026 (Federal Law Gazette 2026 I No. 33), which entered into force on 10 February 2026, the German legislator has restructured the legal protection available in delisting cases. The centrepiece is the insertion of a new No. 8 in Section 1 SpruchG (Act on Appraisal Proceedings – Spruchverfahrensgesetz), which for the first time — and in departure from the German Federal Court of Justice's "Frosta" case law (decision of 8 October 2013 – II ZB 26/12) — transfers judicial review of the adequacy of the delisting consideration into appraisal proceedings.
The new scope of application
Section 1 No. 8 SpruchG (new version) opens appraisal proceedings for disputes concerning
Section 1 No. 8 SpruchG (new version) opens appraisal proceedings for disputes concerning
"the amount of the consideration under a contract based on an offer made in connection with the revocation of the admission of securities to trading upon application by the issuer pursuant to Section 39(2) sentence 2 no. 1 of the German Stock Exchange Act (Börsengesetz)."
In return, the previous route to the ordinary civil courts under Section 1(1) no. 3 of the Capital Investors' Model Case Act (KapMuG) is abolished.
Standing: accepting shareholders only
A systematic departure from the other subsections of Section 1 SpruchG is found in Section 3 sentence 1 no. 7 SpruchG (new version): standing is limited to any person "who has accepted an offer …". Shareholders who reject the delisting acquisition offer and retain their shares are excluded from the appraisal proceedings. Proof of shareholder status must be provided under Section 3 sentence 3 SpruchG exclusively by documentary evidence — a custodian bank confirmation or execution notice is therefore indispensable.
Commencement of the time limit: date of application, not of announcement
Under Section 4(1) sentence 1 SpruchG (new version), the three-month time limit for filing begins "on the day on which, in the cases referred to in No. 8, the application for revocation of the admission was filed." The trigger is thus not the announcement of the revocation decision by the management of the exchange, and not the expiry of the acceptance period for the tender offer, but rather the — often not publicly known — date on which the delisting application is received by the management of the trading venue. Since this date is not regularly published, early informal enquiries to the relevant exchange or to the issuer are advisable. Where parallel applications are filed (typically to the Frankfurt Stock Exchange and a regional exchange), the wording of the provision suggests that a separate time limit runs for each application; anyone seeking to preserve both proceedings should therefore orient themselves to the earlier application date.
Respondent and publication
The respondent under Section 5 sentence 1 no. 8 SpruchG (new version) is the bidder — not the target company. The publication of the final decision is the responsibility of the legal representatives of the issuer pursuant to Section 14 no. 8 SpruchG (new version).
Substantive standard of review: Section 39 BörsG (new version)
The two-tier valuation standard is preserved but has been tightened:
Rule: volume-weighted domestic six-month average share price prior to publication.
Exception with company valuation: where "special circumstances" have caused the share price to be inappropriately low. Beyond the enumerative catalogue of the ministerial draft (insider dealing, market manipulation, missing or incorrect ad-hoc disclosures), the enacted version contains a general clause requiring a company valuation (in case of doubt using the discounted earnings method / Ertragswertverfahren) whenever other special circumstances have influenced the six-month average price in such a way that it is "inappropriately low." The average is materially influenced where at least two consecutive stock exchange prices deviate from each other by more than 5%.
Practical relevance and open questions
The shift of regimes gives affected shareholders — for the first time since "Frosta" — renewed access to specialised judicial valuation proceedings with the familiar tools of the appraisal regime (bidder's response, court-appointed expert, joint representative, cost allocation risk under Section 15 SpruchG). Key practical questions will fall to the first wave of new proceedings:
- Relationship between two parallel delisting applications (regulated market Frankfurt and a regional exchange) — one appraisal proceeding or two?
- Concretisation of the general clause "special circumstances" and the reach of the 5% materiality threshold.
- Intertemporal application: Section 17 SpruchG contains no express transitional provision for the StoFöG; delisting applications filed on or after 10 February 2026 should therefore be directly subject to the new regime.
Protection gap for non-accepting shareholders: The wording of Section 3 sentence 1 no. 7 SpruchG excludes shareholders who prefer to wait for a subsequent squeeze-out — dogmatically consistent, but a practical incentive to accept the delisting offer as a precaution.
For shareholders in ongoing or already completed delisting transactions, the message is clear: note the deadline from the date of the delisting application, accept the offer, and secure documentary evidence.
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