No-worse-off protection (§ 251 InsO / § 64 StaRUG)

An insolvency plan or a StaRUG restructuring plan binds even dissenting creditors once the required majorities are reached within each voting group (§§ 244 et seq. InsO, or §§ 25 et seq. StaRUG). The price for that binding effect is a statutory floor: nobody may end up economically worse off under the plan than in the counterfactual scenario without it — for insolvency plans, typically liquidation; for StaRUG, continuation without the proposed restructuring.

A participant who believes they are worse off can file a minority-protection motion (§ 251 InsO / § 64 StaRUG). The court withholds confirmation only if the objector credibly shows the disadvantage and no compensation (e.g. from a plan-provided equalisation fund) is available — the burden of showing the disadvantage lies with the objector, while the burden of substantiating the comparison scenario lies in practice with the plan's proponent, usually backed by a liquidation-value appraisal.

For buyers whose target is being rescued via an insolvency plan or a StaRUG process (typically a share deal completed once the plan is confirmed), the robustness of that comparison scenario is its own deal risk: a plan exposed to a well-substantiated no-worse-off challenge can be delayed or reopened after the fact. Reviewing the underlying valuation memorandum belongs in the due diligence of any plan-based acquisition.