Obstruktionsverbot / cross-class cram-down (§ 245 InsO)

An insolvency plan splits participants into groups (e.g. secured creditors, ordinary creditors, shareholders) and generally needs a majority by head count and claim value within each group (§ 244 InsO). If a group votes no, § 245 InsO deems its consent given anyway once three conditions are all met: the group is not projected to be worse off under the plan than under standard liquidation, it shares appropriately in the economic value the plan generates for all participants, and a majority of the other voting groups approved the plan.

Known internationally as a cross-class cram-down, this prevents a single group — often subordinated creditors — from blocking a plan carried by the majority even though it suffers no economic disadvantage. The court reviews these conditions on application as part of plan confirmation (§ 248 InsO); the burden of showing the group is not worse off, or is fairly compensated, lies with whoever drafted the plan.

For buyers and investors entering via an insolvency plan — for example through a debt-equity swap or a plan-based business transfer restructuring — the cram-down provision is the key lever for pushing a deal through against the resistance of individual holdouts, typically incumbent shareholders or subordinated creditors. Whether a group is genuinely no worse off is correspondingly a frequent point of dispute and a common ground for appeals against plan confirmation.