Brainlab subsidiary Snke: Brainlab founder throws investor Kuss out of the supervisory board

Munich. Stefan Vilsmeier kicked Sebastian Kuss off the supervisory board. With his majority of votes, the Brainlab founder had the co-founder of the financial investor EMH Partners dismissed at the general meeting of the Brainlab subsidiary Snke on Monday. He cannot get rid of the investor with this.

EMH holds a good 25 percent of the medical technology provider Snke and appointed a special auditor and a special representative at the same meeting. All other shareholders entitled to vote voted against it. Vilsmeier himself was not allowed to vote because allegations were also directed against him.

Now the forensic scientist Stefan Heißner from FTI Consulting is supposed to clarify how the early repayment of a loan of ten million euros that Berenberg Bank had granted to Snke came about. According to EMH, this served “solely the personal interests of Mr. Stefan Vilsmeier”.

The Bonn lawyer Thomas Heidel, as a special representative, is supposed to collect damages from Vilsmeier, board member Andreas Giese and the supervisory board, according to the proposed resolution for 400 euros an hour.

It is the next stage of a dispute that Handelsblatt reported exclusively on Sunday. The medical technology company Brainlab wanted to go public in July 2025. It should have been the largest German IPO of the year, with a valuation of up to 2.1 billion euros. EMH wanted to sell shares for up to 250 million euros.

Two days before the first day of trading, Brainlab canceled the IPO. A good week earlier, the USA had bombed Iranian nuclear facilities, the market environment became darker, and the auto parts retailer Autodoc withdrew its initial listing.

Since then, EMH, Brainlab's second-largest shareholder with 35 percent, has been looking for a buyer for its package and accuses Vilsmeier of having shifted intellectual property from Brainlab when it spun off from Snke. Vilsmeier rejects this. Brainlab sued EMH, EMH warned Brainlab and its directors.

Stalemate between founder and investor

The opponents met in person at the general meeting. The event began on Monday at 10 a.m. at Snke's offices in Munich and ended shortly after 7 p.m. Lawyers from EMH asked 98 questions about a financial year of almost four months. The majority of these were not answered, said an EMH spokesman.

Ten lawyers were sitting in the room, six for Snke, one for Brainlab, three for EMH, plus a notary and chairman of the meeting. Sebastian Kuss took part as a supervisory board member and didn't say a word all day, participants report. “Mr. Vilsmeier has thus gotten rid of the only critical supervisory board,” said an EMH spokesman. EMH continues to see the conflict as relaxed: “The legal situation is clear.”

Vilsmeier's simple majority was enough to vote Kuss out of office; he was banned from voting in the event of a special audit and damages. Vilsmeier was not exonerated: he was not allowed to vote on himself, EMH voted against exoneration, everyone else voted for it. Kuss, on the other hand, was unanimously exonerated, including Vilsmeier's votes. There was no further special audit of the issue price of a capital increase.

When it came to capital, the stalemate remained. The shareholders decided on a cash capital increase against the votes of EMH, new authorized capital failed due to the investor's blocking minority. EMH had already announced what would happen next before the meeting: The fund would not sell its shares “as long as the facts in question have not been fully clarified”.