German Federal Court of Justice makes landmark ruling on Wirecard shareholder claims

Quick read

The German Federal Court of Justice has made a landmark ruling in Wirecard confirming that shareholder damages claims are subordinate to and paid after ordinary creditors.

Background

Wirecard filed for insolvency in 2020 after it emerged that around one quarter of its reported assets was missing, leading to creditor claims of approximately EUR15.4 billion.

Around 50,000 shareholders sought damages for purchasing shares based on fraudulent information released by Wirecard.

In November 2022, the Regional Court of Munich decided that these shareholder claims ranked as equity and not as general unsecured claims.

In September 2024, the Higher Regional Court of Munich (OLG Munich) overturned this decision and held that the shareholder claims are to be treated as ordinary insolvency claims and rank pari passu with unsecured creditors (see our alert).

Decision

On 13 November 2025, in a final ruling on this matter, the German Federal Court of Justice (BGH) held that capital market related damage claims by shareholders, which arise from their purchase of shares, do not have the status of ordinary insolvency claims (§ 38 InsO) in the company’s insolvency. These claims must be treated as subordinated — they are only to be satisfied if a surplus remains after all ordinary insolvency creditors have been paid.

Unlike the OLG Munich, the BGH found that the claims cannot be detached from the shareholder status merely because fraud preceded the share acquisition.

Key takeaways

Shareholders asserting capital market damages cannot participate in insolvency proceedings as ordinary creditors and therefore have little prospect of receiving any payment from the insolvency estate.

Unsecured creditors' claims will not be diluted by shareholder damages claims, which is likely to have a positive effect on investment in the restructuring of distressed companies.