ABO Wind Aktiengesellschaft (“ABO Wind”), based in Wiesbaden, is a leading project developer in the renewable energy sector. The company is particularly recognised for its family-orientated business approach, robust business development, and sustainable growth.

For strategic reasons, the shareholders of ABO Wind decided during an extraordinary general assembly on 27 October 2023 to transform the company's legal structure into a GmbH & Co. KGaA. This change was fully supported from the beginning by Osborne Clarke's corporate team in Munich, led by Susanne Kühlthau. 

A group of shareholders opposed this decision by filing a lawsuit for rescission and annulment with the Regional Court of Frankfurt, effectively preventing the registration of the legal form change in the commercial register. ABO Wind responded by not only defending against this lawsuit but also went on the offensive. The company applied to the Higher Regional Court of Frankfurt am Main, seeking approval to register the change pursuant to Sections 198 and 16 (3) of the German Reorganization Act (UmwG).

A cross-practice team from Osborne Clarke, under the leadership of Dr. Marc-Sebastian Muhle, was instrumental in securing this vital clearance for ABO Wind. This action effectively ended the lawsuit over the rescission before it fully commenced, paving the way for the company's new identity as ABO Energy GmbH & Co. KGaA. This achievement underscores the effectiveness of Osborne Clarke's cross-practice group strategy and represents a significant success for ABO Wind.

Change of legal form

Counsel to ABO Wind AG: 

Osborne Clarke Rechtsanwälte Steuerberater Partnerschaft mbB: Susanne Kühlthau (Lead; Partner, Corporate), Natalie Merkle (Counsel, Corporate), Dr Karen Frehmel-Kück (Counsel, Corporate), Philip Förster (Associate, Corporate; all Munich)

Action for avoidance, release proceedings

Counsel to ABO Wind AG:

Osborne Clarke Rechtsanwälte Steuerberater Partnerschaft mbB: Dr Marc-Sebastian Muhle (Lead; Partner, Disputes&Risk, Hamburg), Susanne Kühlthau (Partner, Corporate, Munich), Natalie Merkle (Counsel, Corporate, Munich); Anton Mausolf (Associate, Disputes&Risk, Hamburg)

Counsel to opposing party: 

GLNS Rechtsanwälte Steuerberater Partnerschaft mbB: Dr Bernd Graßl (Lead; Partner, Munich)

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