GER: Anonymity and Trusteeships – Shareholders’ Rights to Information Strengthened

May 16, 2025 Benn-Ibler Rechtsanwälte

Although trusteeships are often intended to provide investors with anonymity, this desire is subject to clear limits under company law. In one of its most recent rulings, the German Federal Court of Justice (Bundesgerichtshof, hereinafter BGH) has recently emphasised that, under certain circumstances, co-shareholders may request information about the personal data of co-investors in accordance with the GDPR (General Data Protection Regulation).

In detail, the BGH stated:

A shareholder’s request for information which also serves the purpose of using the names, addresses, and shareholdings of other shareholders in order to make them offers to purchase their shares does not constitute an unlawful exercise of rights or an abuse of the right to information. Nor is such a request for information precluded by the provisions of the GDPR.

In the opinion of the court, there is a fundamental, inalienable right to information vis-à-vis co-shareholders, and this right must be upheld at all costs. Exceptions to this are only made in unusual circumstances, such as in cases of abuse of rights, or harassment. This is related to the status of membership. This right also extends to indirect shareholdings via trust relationships, provided the trustors are recognised as shareholders in the articles of association.

As co-shareholders must know who the other shareholders are in order to exercise their voting rights properly, the involvement of large or small investors can significantly impact the decision-making process.

Article 6 of the GDPR does not preclude the right to information. Disclosure of personal data is necessary in this case, in accordance with data protection requirements — especially if the information is used to exercise shareholder rights. This right cannot be excluded by means of a partnership or trust agreement.

BGH II ZB 18/23 (22 January 2025)