Securities supervision and Securities Transfer

By the securities supervision section in Frankfurt am Main, compliance with the regulations of the Sale Prospectus Act (VerkProspG), the Securities Act (WpHG) and the Securities Transfer Act (WpÜG) is monitored. Whereas the WpHG and the WpÜG deal exclusively with companies that are listed on the stock market and their shareholders, the VerkProspG must primarily be observed by companies that are intending to award corporate stock, special dividend right certificates and loans before stock market flotation. In the context of the issuing of securities before flotation, is it necessary to prepare a securities sale prospectus that meets the relevant legislator’s requirements, and its publication must be authorised by the BaFin. We not only offer you consultancy for the preparation of the issue documents; we also complete the process of authorisation with the BaFin.

Hitherto we have assisted with well over 500 issues and, in this connection, prepared more than 100 securities sales prospectuses and contributed to the authorisation process associated with them.

For companies that are quoted on the stock market, above all, the requirements of the WpHG must be complied with, whereby the public must be informed about any important changes relating to the company by means of ‘ad-hoc notifications’ about the attainment of or failure to attain prescribed share thresholds in accordance with §§ 21ff. WpHG, or concerning what are termed ‘directors’ dealings’ or authorisation to acquire the company’s own corporate stock. In this connection we will advise you as to how to comply with and fulfil the notification obligations in question.

If 30 % of the corporate stock of a listed company is to be taken over by investors or if this ‘monitoring threshold’ has been attained in the target company that is listed on the stock market, the WpÜG, which came into force in 2002, will trigger extensive duties of proposal and disclosure for the investors. In this connection voluntary take-over offers or compulsory offers can arise. In certain individual cases the investors can be released from the proposal and notification obligations.
In 2003 we assisted with a total of 9 such release applications.