In its judgment of 06.04.2022 (7 U 9421/21), the Higher Regional Court of Munich ruled on the law applicable to a share purchase agreement. The contract for the sale of shares under the law of obligations is subject to the Rome I Regulation, as the exception of Article 1 para. 2 lit. f) of the Rome I Regulation is limited to questions of company law and therefore does not apply. 

According to the ruling of the Court of Munich, in the absence of a choice of law, a share deal is subject to the law of the head office of the sold company pursuant to Art. 4 para. 3 Rome I Regulation. Specifically, the case concerned the sale of shares in a German Limited (GmbH), with the consequence that German law was applicable. The determining criterion was therefore not the characteristic performance according to Art. 4 para. 2 Rome I Regulation, but that of the closer connection to a state according to Art. 4 para. 3. We agree with the Court’s decision.