Dr. Klaus von der Linden

Klaus is a recognised expert in stock corporation law and corporate group law. He specializes in executive and supervisory board advice, public general meetings, board member liability, corporate litigation, corporate governance, public takeovers as well as complex capital, structural and transformation measures. He is also a member of the Linklaters ESG Core Group with a focus on corporate legal duties, reporting obligations and ESG activism.

Quotations & Rankings

Klaus has been listed by Handelsblatt and Best Lawyers as one of Germany's best lawyers for corporate law and for mergers and takeovers. JUVE describes him as “often recommended” and “a real AGM expert”.

Work highlights 

• Mercedes-Benz Group: advising on the implementation of a holding structure with the three pillars Cars & Vans, Trucks & Buses and Financial Services and on the spin-off of a majority interest in Daimler Truck with subsequent listing.
• Deutsche Bank: advising on a comprehensive internal investigation, on general meetings and on several contestation actions, information enforcement proceedings and special audit proceedings.
• Uniper: advising on comprehensive stabilisation measures, in particular on the extensive equity injection by the Federal Government, on the corresponding framework agreement, on capital markets law and on corporate governance issues.
• E.ON: advising on the takeover offer to the shareholders of innogy and on the subsequent upstream merger of innogy in combination with the squeeze out of the remaining minority shareholders.
• Fresenius: advising on the acquisition of numerous hospitals from Rhön Klinikum, on the 2022 scrip dividend, on the reorganisation of the group through the change of legal form and deconsolidation of Fresenius Medical Care, on general meetings and on corporate litigation.
• Deutsche Börse: advising on the intended mergers with NYSE Euronext (2011/2012) and London Stock Exchange Group (2016/2017), on general meetings and on corporate litigation.
• SAP: advising on general meetings, on capital markets and on corporate governance issues.
• Vodafone: advising on the domination and profit and loss transfer agreement with Vantage Towers.
• IKB Deutsche Industriebank: advising on several aspects of the financial crisis, on general meetings, on several lawsuits filed by minority shareholders, on a comprehensive special audit and on a squeeze out/delisting.

Klaus joined Linklaters in 2007, was appointed Counsel in 2016 and has been a Partner since 2022.

He is a member of the Scientific Association for Business and Corporate Law (Wissenschaftliche Vereinigung für Unternehmens- und Gesellschaftsrecht, VGR).

Klaus studied law and obtained a doctorate from the University of Cologne.

He speaks German and English.

Klaus regularly publishes articles on central issues of stock corporation, group and capital market law in respected journals, commentaries and handbooks. His publications include:

• Cologne Commentary on the Transformation Act, 2nd ed. 2024, §§ 60–78, §§ 141–146 UmwG: Mergers and Demergers of Stock Corporations and Partnerships Limited by Shares
• Handbook Listed Stock Corporation, 6th ed. 2024, §§ 33–39. General Meetings.
• Nomos Commentary on Stock Corporation Law and Capital Markets Law, 6th ed. 2024, §§ 142–146 AktG: Special Audit; §§ 258–261a AktG: Special Audit due to inadmissible Undervaluation.
• ESG in the 2024 AGM season, DB Special Supplement 2/2024, 30.
• Political activism in the AGM, BOARD 2024, 47.
  
• New developments in capital increase law – simplified exclusion of subscription rights, conditional capital, revision of the legal protection system, Special Supplement to AG 6/2024, 23.
  
• Turning point in capital increase law, Börsen-Zeitung 39/2024, p. 12.
• The governmental draft of a “Future Financing Act”: an update on multiple voting rights, capital increases and SPACs, DB 2023, 2292.
• Sustainable stock corporation law – on the role of the Supervisory Board, Proceedings of the 9th Wiesbaden Compliance Day at EBS Law School: Sustainable Stock Corporation Law, 2023, 135. 
• Executive Board and Supervisory Board are the heart chambers of the companies, Interview, BOARD 2023, 63.
• New guidelines of the proxy advisors – tests of strength on AGM formats and multiple voting rights, NZG 2023, 193.
• New legal framework for mergers, Börsen-Zeitung 107/2022, p. 9.
• Beck Handbook on Stock Corporations, 3rd ed. 2018, § 25. Corporate Governance Code.
• Handbook on Takeover Law according to the German Securities Acquisition and Takeover Act, 2017, § 28. Legal Protection in Administrative Procedures.

External Events

Klaus is a regular speaker on conferences and seminars on corporate law and capital markets, most recently including: 

• EACVA Symposium on Business Valuation, May 2024, Frankfurt am Main, Panel discussion on the topic: Justifiability and plausibility of assumptions in the area of conflict between legal and factual issues.
• DSW AGM Seminar 2024, February 2024, Düsseldorf, Presentation on the topic: AGM 2024: Lessons from the 2023 season – perspectives for the 2024 run-through.
• DSW AGM Seminar 2024, February 2024, Düsseldorf, Panel discussion on the topic: Say on climate reaches Germany: temporary fashion or sustainable trend?
• Computershare AGM Management Seminar 2023, November 2023, Munich. Panel discussion on the topic: AGM 2030 – What is the future of General Meetings?

• Hamburg Forum on Corporate and Capital Market Law at Bucerius Law School, September 2023, Hamburg, Presentation on the topic: New developments in capital increase law – simplified exclusion of subscription rights, conditional capital, revision of the legal protection system.

• DSW AGM Seminar 2023, February 2023, Düsseldorf, Presentation on the topic: Lessons from the 2022 season – perspectives for the 2023 run-through.
• DSW AGM Seminar 2023, February 2023, Düsseldorf, Panel discussion on the topic: Requirements for the authorisation resolution pursuant to Section 118a AktG from the perspective of investors.
• 9th Wiesbaden Compliance Day, December 2022, Wiesbaden, Presentation on the topic: Sustainable stock corporation law – on the role of the Supervisory Board with special consideration of the Financial Market Integrity Strengthening Act and the amended German Corporate Governance Code.
• Computershare AGM Management Seminar 2022, November 2022, Meckenheim, Presentation on the topic: AGM law up to date: Review of AGM case law, current ruling situation and outlook, legal practical tips for 2023.
• Deutsche Börse stocks & standards Workshop "AGM Season 2023", October 2022, Panel discussion on the topic: Virtual or physical? Different perspectives on the AGM.
• Deutsche Börse stocks & standards Workshop "AGM Season 2023", October 2022, Presentation on the topic: Challenges for the AGM 2023: Virtual or presence – remuneration report – ESG.
• 5th Symposium on Capital Market Law, September 2022, Frankfurt am Main, Panel discussion on the topic: Shareholder rights in Germany – a post-pandemic view.
• DSW AGM Seminar 2022, February 2022, Düsseldorf, Presentation on the topic: The (virtual) AGM 2022: Lessons from the 2021 season – perspectives for the 2022 run-through.
• Guest Lecture at Bucerius Law School, November 2021, Hamburg, Topic: AGM and Legal Tech.