Disclosure of voting rights and voting rights notification

In Germany, pursuant to Section 21 of the German Securities Trading Act (WpHG), natural persons and legal entities must – notify the Federal Financial Supervisory Authority (BaFin) and – the listed company of their voting rights if they reach, exceed or fall below one of the thresholds of already 3 (according to the Transparency Directive Implementation Act of 2007: this is intended to make it more difficult to sneak up on issuers without being noticed), 5, 10, 15, 20, 25, 30, 50 or 75 percent. For its part, the company concerned is required by law to disclose this fact to the public without delay in accordance with Section 25 of the German Securities Trading Act (WpHG). – Since March 2009, voting rights from sections 21 and 22 of the WpHG and voting rights that can be obtained through financial instruments must be added together. – As of May 2009, an additional requirement applies if persons subject to reporting requirements reach or exceed the ten percent threshold. Then, the reporting person must disclose to the issuer within twenty trading days what it intends to do with the investment and where the funds used will come from. – See Acting in Concert, Ad hoc notification, Creeping up, Shareholder control, Arm’s length, Holder control ordinance,
Registered share, publicity, situation-related, Risk Limitation Act, Voting Rights Database, Voting Rights Authorization, Voting Rights Criterion, Transparency Directive, connection, close, second disclosure. – Cf. BaFin Annual Report 2002, p. 166 ff., BaFin Annual Report 2004, p. 198 ff, BaFin Annual Report 2006, p. 145 (new regulations under the Transparency Directive Implementation Act, [TUG]; BaFin voting rights database with fig. of search mask and explanations), p. 178 ff. (new method of attributing voting rights), BaFin Annual Report 2009, pp. 62 f. (the holding of certain financial instruments that entitle the holder to acquire shares with voting rights also leads to a notification obligation), p. 194 (attribution of voting rights of minor children) BaFin Annual Report 2010, pp. 186 f. (new legal situation resulting from the Investor Protection and Functional Improvement Act), BaFin Annual Report 2012, p. 192 (extended notification obligations have applied since February 2012; legal sources; overview of notifications), BaFin Annual Report 2013, p. 176 (overview of voting rights notifications since 2009; further notifications under the WpHG), and the respective BaFin Annual Report, chapter “Supervision of Securities Trading and Investment Business,” section “Voting Rights.”

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University Professor Dr. Gerhard Merk, Dipl.rer.pol., Dipl.rer.oec.
Professor Dr. Eckehard Krah, Dipl.rer.pol.
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