Wirecard Ruling: No Compensation for Deceived Shareholders from Insolvency Estate

Shareholders in the Wirecard AG insolvency will – almost certainly – come away empty-handed. This follows from the Federal Court of Justice’s (Bundesgerichtshof – BGH) decision of November 13, 2025 (Ref. IX ZR 127/24). In its ruling, the court held that shareholders’ claims for damages based on inaccurate capital-market information do not constitute ordinary insolvency claims within the meaning of Sec. 38 of the German Insolvency Code (InsO).

German insolvency law roughly distinguishes three tiers of claims. At the base level are ordinary insolvency claims (einfache Insolvenzforderungen, Sec. 38 InsO), which are typically satisfied on a pro rata basis. Beneath them are subordinated insolvency claims (nachrangige Insolvenzforderungen, Sec. 39 Inso), which are considered only after all ordinary creditors have been paid in full. Finally, there are claims arising from shares in the insolvent company; these are settled last, and only once all subordinated claims have been fully satisfied (Sec. 199 InsO).

The court did not expressly determine which of the two lower-ranking categories the Wirecard shareholders’ claims belong to. In either case, however, these claims are highly unlikely to be satisfied in any capacity.

Background

The insolvency of Wirecard AG triggered one of the largest scandals in the history of the German capital market. In 2020, it was revealed that substantial bank balances held in trust accounts did not exist and that financial information reported publicly since 2005 had been inaccurate. Shortly after, Wirecard AG filed for insolvency.

The shareholders subsequently filed claims for damages based on the incorrect public information. In Germany, such claims are typically intended to reverse the share purchase. The lawsuit sought to have these claims recognized in the insolvency schedule, i.e., treated as ordinary insolvency claims. The ranking of such claims is not explicitly regulated under German insolvency law and had not yet been addressed by any court. The issue was controversial in academic circles.

The regional court (Landgericht) and the higher regional court (Oberlandesgericht) had reached differing verdicts, leaving the matter unresolved until the BGH issued its ruling.

Practical implications and conclusions

The decision is consistent with German insolvency law and previous case law and brings clarity to a complex and contentious issue.

The scope of the ruling is limited to the claims of investors who contributed equity capital (i.e. shareholders) in the event of the company’s insolvency. Outside insolvency proceedings, however, shareholders may assert such damage claims without limitation, as earlier court rulings have already confirmed. Furthermore, prior rulings show that investors participating via debt capital are not subject to these limitations in insolvency proceedings and can pursue their claims as ordinary insolvency creditors.

For insolvency administrators and other creditors, the ruling brings efficiency to insolvency proceedings involving investment fraud. With shareholders unable to pursue satisfaction as ordinary insolvency creditors, administrators can disregard their claims and allocate a higher quota to the remaining creditors.

For the deceived shareholders, this means that they will almost certainly not receive any compensation for the deception. Nonetheless, it is not to be expected that the decision will affect confidence in the German financial market.

This article was written in collaboration with our research assistant Niclas Naße.