Introduction

German shareholder activism has entered a distinctly more combative phase over the past twelve months. Where earlier campaigns typically consisted of pointed letters and the occasional proxy skirmish, 2025 and 2026 have produced full-scale contests that have reshaped boardrooms and, in one instance, precipitated a bidding war for outright control of a listed company. Activist investors are demonstrating greater patience, tighter co-ordination among co-investors, and a markedly increased willingness to deploy procedural tools under German company law – including special audit requests and no-confidence motions – long regarded as impractical.

In parallel, hedge funds have begun approaching German public-to-private transactions not as conventional risk-arbitrage plays but as a form of co-investment alongside the buyer. Rather than pursuing returns through the traditional arbitrage route – namely domination agreements and appraisal proceedings – these funds are instead remaining as minority co-investors alongside the acquirer, positioning themselves to participate in the buyer's longer-term value creation. Those returns are realised when the buyer ultimately exits, sells, or rolls over the target company.

Lawmakers continue to grapple with how to modernise the rules governing challenges to shareholder meeting resolutions without opening the door to abuse. This article examines the year’s defining campaigns, the broader trends they illustrate, the evolving legal and regulatory backdrop, and the practical implications for boards and investors alike.

Delivery Hero: From Letters to a Bidding War

No campaign better illustrates the escalation of German activism than the contest between Aspex Management and food delivery group Delivery Hero SE. Aspex, a Hong Kong-based hedge fund founded by Hermes Li with approximately USD14 billion under management, had held a stake in Delivery Hero since 2020. Its approach changed sharply from early 2026 onwards.

In March 2026, holding roughly 9.2% of the company, Aspex wrote to founder and CEO Niklas Östberg demanding a “swift, credible strategic realignment that creates value”. It warned that piecemeal disposals of individual operations or minority stakes would not suffice. The fund’s argument was straightforward: Delivery Hero’s profitability lagged behind rivals such as Uber, DoorDash, Grab and Meituan because the company was spread too thinly across roughly 68 markets.

The fund escalated within weeks. A second letter put a figure on the risk, describing more than EUR1.5 billion in legal provisions and contingent liabilities as an “existential” issue, and blamed “unfortunate management decisions” by Östberg personally. Aspex gave the supervisory board a deadline to respond and threatened specific escalatory measures – including a motion of no confidence (Misstrauensantrag) against the CEO – if it failed to do so.

Delivery Hero’s board responded only incrementally. A EUR600-million sale of its Taiwanese Foodpanda business to Grab in March 2026 failed to satisfy Aspex, which continued building its stake. By May 2026 it held roughly 14–15%, having acquired a further 5% from anchor investor Prosus at a premium, and duly lodged a formal no-confidence motion ahead of the annual meeting. Under sustained pressure, Östberg announced he would step down as CEO, effective 31 March 2027.

The pressure had a further knock-on effect. Prosus, which had built a stake of around 27% in Delivery Hero, was already required by the European Commission to reduce that holding to below 10% as a condition of its acquisition of Just Eat Takeaway.com. As Prosus’s shareholding shrank, Uber Technologies stepped in, building an economic interest of nearly 37% through voting shares and cash-settled instruments. On 16 July 2026, Uber launched a voluntary public takeover offer for all outstanding Delivery Hero shares it did not already own, offering EUR41.50 per share in cash – a roughly 34% premium to Delivery Hero’s three-month volume-weighted average share price – and valuing the company at an implied equity value of approximately EUR12.7 billion (USD14.8 billion). Prosus irrevocably committed to tender its entire remaining stake of around 16.8% into the offer, bringing Uber’s total economic interest to approximately 53%, comfortably above the offer’s minimum acceptance threshold of 50% plus one share. To address antitrust overlap, Delivery Hero simultaneously agreed to sell its operations in 14 markets to SSW Partners for around EUR1.4 billion. Delivery Hero’s Management Board and Supervisory Board unanimously welcomed the offer and intend to recommend that shareholders tender their shares, with closing expected in the second half of 2027.

By keeping its voting-rights stake below the 30% threshold that triggers a mandatory takeover offer under German law, Uber was able to negotiate a business combination agreement with Delivery Hero’s boards before launching a voluntary offer on its own terms and timetable, including a three-year commitment not to enter into a domination and profit-and-loss transfer agreement (Beherrschungs-undGewinnabführungsvertrag, “DPLTA”). For German boards more broadly, the Delivery Hero saga demonstrates how rapidly a governance letter can escalate into a fight for outright control – particularly where a founder-CEO’s credibility has eroded, an anchor shareholder is compelled to sell for unrelated regulatory reasons, and an activist has built a stake large enough to swing a vote.

Brenntag: A New Top Shareholder and an Old Debate

Brenntag SE, the world’s largest chemicals distributor, has been an activist target since 2022, when PrimeStone Capital first pushed for the business to be split into two separately listed companies: one for bulk “Essentials” chemicals and one for higher-margin “Specialities”. That campaign led to a contested shareholder vote and, even after PrimeStone eventually exited its position, prompted Brenntag to commit to separating the two divisions operationally and legally by 2026.

The debate resurfaced in a new form in September 2025, when US investment manager Artisan Partners disclosed that it had increased its stake in Brenntag to 15.86%, overtaking German entrepreneur Klaus-Michael Kühne’s holding company (approximately 15%) as the company’s largest single shareholder. At that point, more than a fifth of Brenntag’s shares were held by investors known for taking an active or activist approach, including Harris Associates with just over 5%.

Artisan was careful to characterise its stake as held for trading purposes, stating that it did not intend to seek influence over the board or the company’s capital structure, while leaving the door open to further purchases. The stake-building coincided with a complete overhaul of Brenntag’s management, including the appointment of a new chief executive and a new finance chief.

The core question remains unresolved: whether Brenntag’s two divisions will ultimately become fully independent, separately listed companies. Reports through mid-2026 suggest that the new leadership currently favours keeping the group together, emphasising synergies between the two divisions, with a fuller strategic update expected in the second half of 2026. The split debate that has overshadowed Brenntag since 2022 accordingly remains live and is likely to resurface at future shareholder meetings.

Bayer: A Long Exit and the Roundup Overhang

Bayer AG presents a different model of activism: the board-embedded investor rather than the public letter-writer. Inclusive Capital Partners, founded by well-known activist Jeff Ubben, first disclosed a stake in Bayer in 2023 and was widely credited with pushing out then-CEO Werner Baumann. Ubben subsequently took a seat on Bayer’s supervisory board, originally due to run until 2028.

In March 2026, Inclusive Capital sold its remaining Bayer stake, worth roughly EUR327 million, in a placement arranged by JPMorgan. This effectively ended its three-year activist engagement with the company, even though Ubben’s supervisory board seat formally continued. Inclusive Capital had also pushed, unsuccessfully, for Bayer to be split into separate pharmaceuticals, crop-science and consumer-health businesses, and had itself been winding down and returning capital to its investors since 2023.

The timing was significant. Bayer’s CEO, Bill Anderson, had been pursuing a multi-pronged strategy to contain the enormous Roundup weedkiller litigation inherited through the Monsanto acquisition, including a proposed nationwide US settlement worth up to USD7.25 billion. That litigation risk diminished considerably on 25 June 2026, when the US Supreme Court ruled 7–2 in favour of Monsanto, holding that federal pesticide law pre-empts the state-law claims underpinning most of the roughly 61,000 to 170,000 outstanding US cases against the company.

For German shareholders and boards, Bayer’s experience underscores that litigation risk can drive activist interest for years, across multiple entries and exits by different investors, and that a single foreign court ruling can materially alter how the market prices a German-listed company’s contingent liabilities.

Broader Market Trends

Several broader patterns cut across the headline campaigns of the past year.

The public shareholder letter has become the standard opening move. Activists increasingly choose to make their demands public from the outset – as seen at Delivery Hero, RWE and Gerresheimer – rather than beginning with quiet, private engagement. Going public early generates media and market pressure well before any formal shareholder vote and places boards on the defensive from the beginning of a campaign.

• Activists are also deploying with greater confidence tools under German company law that were historically considered impractical. Alongside the special auditor requests and no-confidence motions used against Delivery Hero, recent campaigns have included:
1. votes against the re-election of supervisory board chairs, as seen at Adidas, BASF and Munich Re;
2. public campaigns for larger share buybacks, led by Elliott Management at RWE; and
3. demands for asset sales or spin-offs, including Ananym Capital’s push at Siemens Energy and the campaigns by Active Ownership Capital and Asset Value Investors at Gerresheimer.

At Gerresheimer in particular, pressure from Asset Value Investors and subsequently Active Ownership Capital, which built its stake to roughly 15% by mid-2026, was swiftly followed by the departure of the company’s finance chief and a formal separation of its Moulded Glass division ahead of an intended sale. This illustrates how quickly German boards now move to pre-empt further escalation once a credible activist has accumulated a meaningful stake.

Cross-border activism, particularly transatlantic activism, continues to grow. According to Alvarez & Marsal’s Activist Alert report regarding the outlook for 2026, US-based funds accounted for 41% of all public activist campaigns launched in Europe in 2025, up from 33% the previous year. Part of the explanation lies in heightened scrutiny of ESG-focused campaigns by US regulators pushing American activists to look across the Atlantic for opportunities.

Germany itself saw a temporary slowdown in activist activity during 2025. Alvarez & Marsal recorded Germany’s share of European campaigns falling to 17% in 2025 from 24% the year before, with a particularly sharp drop in the second quarter. Analysts attribute this to tariff and geopolitical uncertainty hitting Germany’s industrial, automotive and chemicals sectors especially hard, and to activists’ caution about “catching a falling knife” in those industries. Most expect this to be temporary, with a return of larger-scale activist campaigning in Germany anticipated from the second half of 2026. Separately, Barclays’ 2025 review of shareholder activism recorded a record global total of 255 campaigns, but a roughly 18% year-on-year fall in European campaigns to 40, with the United States and Japan absorbing the increase in global activity instead.

Activist attention is also spreading well beyond the largest and best-known German companies. Recent campaigns span a range of sectors:

• logistics, where 7Square has alleged antitrust violations at Deutsche Post/DHL;
• life sciences, where MAK Capital has targeted Evotec and Fivespan Partners has built a stake in Qiagen alongside reported private equity interest;
• energy, where Ananym Capital pushed unsuccessfully for a spin-off of Siemens Energy’s wind business against resistance from long-term investors DWS, Deka and Union Investment; and
• insurance, where 7Square intervened in Nürnberger Versicherung’s sale to Vienna Insurance Group.

Taken together, these campaigns confirm that shareholder activism in Germany is no longer confined to the largest blue-chip names but reaches well into the country’s mid-cap market.

Hedge Funds as Co-Investors in Take-Private Deals

A less visible but increasingly important trend concerns the role hedge funds now play in German public-to-private transactions, where a listed company is taken off the stock exchange by a buyer such as a private equity firm or strategic acquirer. Crucially, these hedge funds are typically not seeking a quick cash exit – they are not simply positioning for high-cash compensation under a DPLTA, plus accrued interest through appraisal proceedings, only to cash out shortly after closing. Instead, they increasingly take a longer-term position, effectively co-investing alongside the private equity sponsor or bidder to participate in the value created when that sponsor eventually exits, sells or rolls over the target company. Recent take-private deals reveal a consistent pattern: in transactions perceived as low-risk and attractively priced, the target’s shares often trade above the buyer’s offer price throughout the offer period, regardless of whether the buyer has indicated an intention to enter into a DPLTA after closing.

A DPLTA is a mechanism under German company law that enables a controlling shareholder to direct the target company’s management and access its cash flows, in exchange for compensating remaining minority shareholders – typically through a guaranteed annual dividend or a cash exit right. Shareholders considering the compensation inadequate may challenge it in a specialised court process known as appraisal proceedings (Spruchverfahren), which has historically tended to result in an uplift to the original terms.

This is precisely the dynamic that hedge funds are now exploiting, but not as risk-arbitrage funds traditionally have. Rather than betting on a deal closing and then exiting or treating the DPLTA compensation and any appraisal-proceedings uplift as the end goal, these funds increasingly remain invested in the target well beyond closing. Their thesis is that staying in as a minority co-investor alongside the private equity sponsor – even at a narrower or negative spread to the headline offer price in the near term – positions them to share in the sponsor’s longer-term value creation, realised on exit, sale or roll-over of the target, potentially in addition to any DPLTA-related payout along the way.

Recent transactions illustrate the pattern clearly:

• in MiddleGround Capital’s take-private of Stemmer Imaging, hedge funds held around 11.6% of the shares and the stock traded roughly 3.8% above the offer price after the offer closed, even though the buyer had only described a DPLTA as “intended” rather than confirmed;
• in Carlyle’s acquisition of SNP, hedge funds held 28.6% of the shares and the negative spread reached around 10%, with a DPLTA explicitly announced;
• in CVC’s acquisition of CompuGroup Medical, hedge funds held around 16% and shares traded about 3.5% above the offer price, even though the buyer had ruled out a DPLTA for two years;
• in KKR’s acquisition of Datagroup, which also excluded a DPLTA for two years and included a minimum acceptance condition, hedge fund involvement was much lower at around 9%, with no negative spread; and
• in Fujitsu’s acquisition of GK Software, hedge funds held around 28% of the shares, but the negative spread was only marginal, at 0.3%, again alongside a DPLTA exclusion.

The pattern is clear: deals where the buyer announces a DPLTA or has already secured a large stake before launching the offer, attract materially larger hedge fund positions and see target shares hold up better against the offer price – consistent with funds building a durable minority stake rather than seeking a fast, deal-contingent payout. Deals that formally exclude a DPLTA and rely on a minimum acceptance threshold tend to exhibit significantly more conventional trading behaviour, with less evidence of funds positioning for a long-term stake alongside the sponsor.

For German boards and buyers, this means the composition of the post-closing shareholder base is now a live consideration from the moment a deal is signed – and one that can persist well beyond closing. A share register with a large hedge fund presence and an unresolved DPLTA position is likely to entail sustained litigation risk in appraisal proceedings and can complicate or delay a buyer’s ability to reach the ownership thresholds needed for full integration or a squeeze-out of remaining minority shareholders. Because these funds may remain invested long-term rather than cashing out shortly after closing, buyers should also expect their presence, and the associated litigation overhang, to resurface as a material consideration at the point of the sponsor’s own exit, sale or roll-over of the target.

Regulatory and Legislative Developments

The most significant legislative debate affecting activism in Germany concerns the planned reform of the rules on challenging shareholder meeting resolutions (Beschlussmängelrecht). The coalition agreement between the CDU/CSU and SPD, concluded in 2025, commits the government to reforming these rules to improve legal certainty and curb abusive or “professional” challenge litigation, while preserving minority shareholders’ ability to contest genuinely defective resolutions.

As of mid-2026, the Federal Ministry of Justice has indicated its intention to present key policy proposals but, despite an envisaged timeline of the first half of 2026, no formal government bill has yet been published. Shareholder-protection groups, including the SdK Schutzgemeinschaft der Kapitalanleger, a leading German interest group representing minority shareholders, have publicly cautioned against any reform that would hollow out the right to challenge shareholder meeting resolutions – the principal mechanism available to minority shareholders to enforce their information and procedural rights. Business associations, by contrast, continue to press for faster, more predictable resolution of these disputes.

This debate builds on the Financing for the Future Act (Zukunftsfinanzierungsgesetz), in force since December 2023, which already shifted the balance by, among other things, raising the threshold for capital increases without full subscription rights from 10% to 20% of share capital and routing disputes over the pricing of such increases into the appraisal proceedings rather than permitting them to block the capital increase outright. The reintroduction of multi-vote shares under the same Act, together with the prospect of further reform to the challenge regime, continues to generate tension between founders and anchor shareholders seeking to protect their control and the growing expectations of institutional and activist investors for stronger minority protections.

On the disclosure and takeover side, there were no major legislative changes to Germany’s shareholding disclosure rules or takeover thresholds during the period under review. However, the interplay between these regimes was on full display at Delivery Hero: Uber’s careful structuring of its stake – split between voting shares and cash-settled instruments – to remain below the 30% mandatory-offer threshold allowed it to negotiate a business combination agreement and launch a voluntary takeover offer on its own terms, while Prosus’s negotiated extension of its EU-mandated sell-down deadline ultimately gave way to an irrevocable commitment to tender its stake into that offer. Both developments demonstrate how carefully sophisticated investors calibrate their positions around Germany’s bright-line takeover rules.

Practical Takeaways for Boards and Investors

For German boards, this year’s campaigns point to some clear lessons.

• Treat an activist letter as the opening move in a campaign, not a one-off piece of correspondence. Within weeks, that letter can escalate into formal shareholder meeting tools – special auditor requests, no-confidence motions – making an early, considered response essential.
• Review how litigation risk and contingent liabilities are disclosed. Aspex’s campaign against Delivery Hero was built substantially around a perceived lack of transparency in how the company reported its legal provisions.
• Do not assume that an anchor shareholder provides durable insulation against activist pressure. The experiences of Delivery Hero – where Prosus’s regulatory obligation to divest created an opening that both Aspex and Uber were able to exploit – and Brenntag – where Kühne’s long-standing holding was surpassed by Artisan Partners – illustrate how swiftly a company’s ownership structure can shift in ways that leave the board exposed.
• In any take-private process, model the likely post-closing shareholder base carefully. A deal structure that includes a DPLTA and a high pre-offer stake is likely to attract a larger hedge fund presence and create lasting exposure to appraisal-related litigation.
• For activist and other investors, this year’s campaigns demonstrate that patient, well-evidenced escalation – grounded in specific governance or compliance failings rather than generic complaints about performance – remains the most effective route to boardroom change in Germany, despite features of the German market traditionally seen as unfriendly to activists, including strong employee co-determination, concentrated anchor shareholdings, and a takeover regime that continues to make hostile bids rare.

Investors evaluating German take-private situations should factor in the emerging co-investment dynamic around DPLTA structures when sizing positions and setting return expectations, as the market increasingly prices in appraisal-driven upside independently of the formal deal terms.

Outlook

Germany’s activism landscape enters the second half of 2026 at an inflection point. The temporary dip in campaign volumes – a product of geopolitical uncertainty and sector-specific headwinds in the industrial, automotive and chemicals sectors – is widely expected to prove short-lived. Once greater clarity emerges on tariffs and trade policy, a fresh wave of activist campaigns, potentially more aggressive in tone and tactics, is likely to follow.

Several unresolved questions will serve as bellwethers: the fate of the challenge-rights reform, the still-open debate over Brenntag’s corporate structure, and the consequences of the contest for control of Delivery Hero. Together, these test cases will shape how German corporate law, company boards and capital markets participants respond to an activism environment that is growing more international, more procedurally sophisticated, and increasingly willing to exploit the full arsenal of tools that German company law already provides.