Since 1990, any public offering of securities for sale in Germany must be preceded by a securities prospectus. In addition, admission to trading on German stock exchanges requires a listing prospectus in the official market segment and a company report in the regulated market, all of which must be submitted to the Federal Supervisory Office for Financial Services Supervision for approval prior to publication. – As of July 1, 2005, Germany also introduced a prospectus requirement for investments. The
Contents of the Sales prospectus regulates a separate asset investment
Sales Prospectus Ordinance. In the course of this, the following are subject to prospectus requirements pursuant to § 8 f para.
1 VerkProspG generally includes all shares in companies not evidenced by securities, registered bonds, shares in trusts and other closed-end funds. Company shares include, in particular, shares in partnerships such as limited partnership shares and GbR shares. However, shares in limited liability companies, unsecuritized profit participation rights and silent partnerships are also subject to the prospectus requirement. Shares in foreign companies are also subject to the prospectus requirement if they are offered to the public in Germany. A public offer is deemed to exist whenever an unspecified group of persons is invited via any medium – including the Internet – to submit a bid (buying offer). – See investment offers, complex financial history, information, asymmetric, private placement, prospectus database, prospectus legislation of the EU, register for qualified investors, exchange offer, Securities (Sales) Prospectus Act. – Cf. 2001 Annual Report of the Federal Supervisory Office for Securities Trading, p. 16 ff., 2003 Annual Report of BaFin, p. 196 ff., 2005 Annual Report of BaFin, p. 38 ff. (harmonization of prospectus law), pp. 138 f. (prospectus requirement for asset investments), p. 140 (overview of legal regulations), p. 143 f. (asset investment sales prospectuses), BaFin Annual Report 2006, p. 34 (new CESR working group on practical harmonization of prospectus law across Europe), p. 148 f. (ongoing prospectus review), BaFin Annual Report 2007, p. 156 ff. (BaFin intervenes against Internet offerings; prospectus reviews: Deficiencies; legal issues; register for qualified investors little used), BaFin Annual Report 2008, p. 48 (experience with simplified prospectus), p. 175 (ruling on BaFin’s fee calculation), BaFin Annual Report 2009, p. 196 f. (unauthorized offers on the Internet), BaFin Annual Report 2010, p. 213 (approval procedure broken down), 2013 Annual Report, p. 177 /approvals 2012 and 2013; inclusion of further products in prospectus requirement; changes to subscription rights subject to prospectus requirement), and the respective BaFin Annual Report, chapter “Supervision of Securities Trading and Investment Business.”
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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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