Germany Takes Over Control of German Gazprom Subsidiary by Using Unprecedented Measures Under Germany’s FDI Regime

April 12, 2022

On 4 April 2022, the German Federal Ministry of Economic Affairs and Climate Protection (Bundesministerium für Wirtschaft und Klimaschutz – “BMWK“) seized control over Gazprom Germania GmbH (“Gazprom Germany“) by implementing measures under the German FDI rules. The decision was executed by way of a publicly issued administrative act, based on grounds of imminent danger for public order and security.

The BMWK installed the German Federal Network Agency (Bundesnetzagentur – “Agency“) as a trustee of all voting rights from shares in Gazprom Germany until 30 September 2022. As a result, the voting rights attached to the shares in Gazprom Germany were transferred to the Agency. No shareholder of Gazprom Germany can therefore exercise any voting rights in Gazprom Germany. In particular, the Agency is entitled to dismiss and appoint members of the management and issue instructions to the management of Gazprom Germany. In addition, the authority to dispose of the assets of Gazprom Germany is subject to the approval of the Agency.

Gazprom Germany had previously acted as a holding company for Gazprom’s activities in Germany and other European countries, including in particular the operation of energy trading, gas transport and the operation of gas storage facilities. Such activities constitute critical infrastructures for purposes of the German FDI rules.

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