Activismo de los accionistas y reasignación de capital en Alemania: Una nueva era para la recuperación industrial y la reforma del sistema de gobierno

Germany's industrial sector, long a cornerstone of its economy, is undergoing a profound transformation driven by shareholder activism and strategic capital reallocation. As companies like Varta AG navigate post-loss restructuring, investors are increasingly demanding accountability and value creation, reshaping corporate governance and infrastructure investment. This shift marks a departure from historical underinvestment and rigid governance norms, signaling a pivotal moment for Germany's industrial recovery.

The Varta AG Case: A Blueprint for Restructuring

Varta AG's March 2025 restructuring-marked by a capital reduction to zero and a simultaneous capital increase-exemplifies the aggressive measures now being taken to stabilize ailing firms. The move, supported by majority shareholder Dr. Michael Tojner and Porsche, led to the cancellation of existing shares and the delisting from the Frankfurt Stock Exchange. This radical approach, while disruptive, aims to streamline operations and position Varta for long-term competitiveness in the battery sector.

. Such strategies reflect a broader trend: shareholders are no longer content with incremental reforms but are pushing for structural overhauls to unlock value.

Shareholder Activism: From Resistance to Acceptance

Historically, Germany's corporate culture resisted shareholder activism, favoring long-term stability over short-term gains. However, the economic downturn of 2023–2025 has forced a reckoning. With over 18,000 insolvency filings by September 2025 and manufacturing output declining for the first time in ten months, investors are demanding urgent action. Activists are leveraging Germany's two-tier governance system to secure supervisory board seats, as seen in campaigns at Brenntag and Gerresheimer AG. These efforts, once met with skepticism, are now viewed as essential for addressing underperformance and aligning corporate strategies with market realities.

Governance Reforms: ESG and Accountability at the Forefront

Corporate governance in Germany is evolving rapidly. The 2025 reapproval of board member compensation systems at annual general meetings (AGMs), mandated by European regulations, has intensified scrutiny of executive pay. Simultaneously, the Corporate Sustainability Reporting Directive (CSRD) is compelling firms to integrate ESG metrics into board agendas. These reforms, coupled with a surge in women's representation on supervisory boards-from 7% in 2010 to over 40% in 2024-are fostering a culture of transparency and accountability. Yet challenges persist: leadership roles remain male-dominated, and the long-term financial benefits of these changes are still emerging.

Infrastructure and the Role of Shareholder Pressure

Germany's €500 billion infrastructure fund, launched in 2023, represents a historic commitment to modernizing energy, transport, and digital networks. Shareholder activism has indirectly influenced this agenda by highlighting the need for productive investment. For instance, activist campaigns at DHL and Gerresheimer AG underscored the value of divesting underperforming assets-a logic now mirrored in infrastructure projects prioritizing high-impact, scalable solutions. The government's willingness to bypass the debt brake for critical projects reflects a recognition that shareholder-driven efficiency can coexist with public-sector ambition.

Contrasting Past Underinvestment with Present Reforms

Germany's industrial sector has long grappled with underinvestment. From 2010 to 2020, foreign direct investment (FDI) surged, but this momentum faltered in the 2020s due to rising labor costs and global competition. The 2025 downturn, exacerbated by a 12% year-on-year increase in insolvency filings, has forced a pivot toward shareholder-driven capital reallocation. Unlike past efforts, which often prioritized stability over innovation, today's reforms emphasize agility-whether through Varta's delisting or the push for renewable energy infrastructure.

Long-Term Returns: A Work in Progress

While the financial impact of governance reforms remains mixed, early indicators are promising. Studies suggest that improved board diversity and ESG integration correlate with stronger long-term performance. However, the true test lies in execution. For example, the success of Germany's infrastructure fund will depend on its ability to attract private capital and avoid bureaucratic delays. Similarly, Varta's restructuring will need to demonstrate not just survival but sustained profitability.

Conclusion: A New Paradigm for German Industry

Germany's industrial recovery hinges on a delicate balance: preserving its tradition of stability while embracing the dynamism demanded by global markets. Shareholder activism, once a niche force, is now a catalyst for change, driving capital reallocation, governance reforms, and infrastructure investment. As firms like Varta navigate this new landscape, the broader economy may find a path forward-one where accountability and innovation converge to rebuild a resilient industrial base.