German Federal Court of Justice confirms set-aside of €46.4 Million DIS Award against AstraZeneca

Publicado el 19 feb 2026

Germany’s highest civil court has upheld the annulment of a US$46.4 million arbitral award rendered against AstraZeneca under the rules of the German Arbitration Institute (DIS), in a ruling that underscores the limits of judicial review while reaffirming the autonomy of arbitral proceedings.

However, the court rejected AstraZeneca’s attempt to prevent the dispute from being remitted to the arbitral tribunal, clearing the way for a renewed determination on the merits.

Background: Earn-out dispute under a share purchase agreement

The arbitration arose from a post-acquisition dispute under a share purchase agreement (SPA). The sellers claimed that AstraZeneca had failed to pay substantial earn-out consideration allegedly triggered by the commercial performance of the acquired business.

In December 2023, a DIS tribunal issued an award ordering AstraZeneca to pay approximately US$46.4 million — significantly less than the roughly US$140 million initially claimed, but nonetheless a substantial liability.

AstraZeneca subsequently applied to set aside the award before the Bavarian Higher Regional Court (Oberlandesgericht), arguing that the tribunal had committed serious legal errors warranting annulment under German arbitration law.

The Set-aside proceedings in Germany

In April 2025, the Bavarian court annulled the award and remitted the case to the arbitral tribunal for reconsideration. The court found that the award suffered from defects sufficiently serious to justify judicial intervention under Sections 1059 and 1060 of the German Code of Civil Procedure (ZPO), which implement the UNCITRAL Model Law framework.

Both sides appealed aspects of the decision:

The sellers challenged the annulment before the German Federal Court of Justice (Bundesgerichtshof).
AstraZeneca sought to prevent the case from being remitted to the tribunal, effectively aiming to terminate the arbitration entirely.

Federal Court of Justice: Annulment upheld, remission confirmed

In its January 2026 ruling, the German Federal Court of Justice confirmed the annulment of the award, endorsing the lower court’s reasoning that the defects identified justified setting aside the decision.

Crucially, however, the court rejected AstraZeneca’s argument that the arbitration should not resume. By allowing remission to the original tribunal, the court reaffirmed the principle that arbitral tribunals remain the primary forum for resolving disputes — even after an award has been annulled.

With the annulment confirmed and remission upheld, the dispute returns to the arbitral tribunal. The panel will now have an opportunity to address the deficiencies identified by the courts and potentially issue a revised award.

For AstraZeneca and the sellers, the litigation chapter may be closed - but the arbitration itself is far from over.

Sophie Stevenard