GERMANY Law and Practice Contributed by: Marc Löbbe, Michaela Balke, Oliver Schröder and Martin Kolbinger, SZA Schilling, Zutt & Anschütz
(2.99% physical plus max 2% financial instru - ments). However, open stakebuilding above these levels is permissible, and agreements to tender or irrevocable commitments are possi - ble (subject to their being disclosed as financial instruments at the time of conclusion). Reaching 30% of (directly held or attributed) vot - ing rights triggers a mandatory takeover offer. If the 30% threshold is crossed as the result of the settlement of a voluntary takeover offer, the bidder is subsequently free to acquire additional shares without being required to issue anoth - er (mandatory) takeover offer. This allows the combination of package deals with a (voluntary) public offer. However, minimum pricing rules and post-offer most favoured treatment rules apply with respect to the initial (voluntary) offer. 4.2 Material Shareholding Disclosure Threshold Disclosure thresholds and filing obligations mainly concern companies listed on organised markets. Investors that build stakes (in shares or financial instruments such as derivatives, direct - ly or through attribution) in companies listed on an organised market are required to notify the company and BaFin if their voting rights exceed or fall below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% (with the 3% threshold not applying to financial instruments). The compa - ny is obliged to publish any notifications of its shareholders. In particular, voting rights held by subsidiaries and by different investors who co-ordinate their actions with respect to the company ( “acting in concert” ) are to be attributed. These rules can lead to unintentional violations in complex legal situations. It is advisable to examine these attri - bution rules thoroughly, since violations can lead
not only to serious fines but also to a suspension of all shareholders’ rights for the period during which the infringement persists, and for even longer periods under certain conditions. Stock Corporations For private stock corporations and stock cor - porations listed in the open market segment, disclosure thresholds and filing obligations are much less rigid. An investor is obliged to notify the German stock corporation if their stake in it exceeds or falls below 25% or 50% of the shares. Under certain circumstances, shares of third parties are to be attributed. The respective rules are similar but less complex than those applica - ble to companies listed on an organised market. Failure to comply with the notification require - ments leads to a suspension of the relevant vot - ing rights. Acquiring Shares in a GmbH The acquisition of shares in limited liability com - panies (GmbH) follows its own legal rules. These rules allow the tracing of any acquisition of shares, since the commercial register contains a list of the shareholders, which is to be updated after shares have been traded. The German Money Laundering Act The German Money Laundering Act ( Geldwäs- chegesetz ) also provides for certain disclosure requirements. All legal entities governed by private law, registered partnerships, trusts and similar legal forms are obliged to file certain data, including on the ultimate beneficial owner, with the Transparency Register.
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