Notification, publication and disclosure duties regarding the acquisition
and disposal of participations in German stock corporations
(Please refer to the Clifford Chance's German M&A Handbook for an overview of the legal forms available)
June 2012
Contents
Page
NOTIFICATION DUTIES UNDER THE GERMAN STOCK CORPORATION ACT (AKTIENGESETZ, "AKTG") ........................................................................................................... 3 Duty to disclose holdings under § 20 AktG ........................................................................................................................................................................................................... 3 Duty to disclose holdings under § 21 AktG ........................................................................................................................................................................................................... 5 DISCLOSURE AND PUBLICATION DUTIES REGARDING PARTICIPATION CHANGES / THE ACQUISITION OF KEY HOLDINGS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WERTPAPIERHANDELSGESETZ, "WPHG") .......................................................................................................................................................................................... 6 Disclosure duties in accordance with §§ 21, 25 and 25a WpHG ("3 pillars") ....................................................................................................................................................... 6 Publication duties in accordance with §§ 26 and 26a WpHG ............................................................................................................................................................................... 8 Notification duties applicable to owners of key holdings ................................................................................................................................................................................... 10 NOTIFICATION DUTIES WITHIN THE FRAMEWORK OF A PUBLIC OFFER IN ACCORDANCE WITH THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS‐ UND ÜBERNAHMEGESETZ, "WPÜG") ................................................................................................................................................................ 11 Decision to make an offer / submit a notification of attainment of control ...................................................................................................................................................... 11 Publication obligations of the offeror after making the offer pursuant to 23 WpÜG ........................................................................................................................................ 13 Notification duties under the German Stock Corporation Act (Aktiengesetz,
"AktG")
Duty to disclose holdings under § 20 AktG
§ 20 Abs. 1, 2, 5-8 AktG
Participation in an affiliated company as a result of attribution
§ 20 Abs. 3, 5-8 AktG
Participation in an affiliated company without attribution
§ 20 Abs. 4, 5-8 AktG
Majority shareholding
Party obligated to notify (notifying
party)
Every company
Corporation
Every company
Corporate seat of notifying party
In Germany or abroad
In Germany or abroad
In Germany or abroad
Facts
Participations in affiliated companies
exceeding or falling below 25% of the
shares
Participations in affiliated company
exceeding or falling below 25%
Majority shareholdings exceeding or
falling below 25% of the shares
Calculation of the participation
level
Direct shareholdings
plus
attribution of shares pursuant to § 16
para 2 sentence 1 and para 4 AktG
plus
shares whose transfer may be required be such company as security
plus
shares which such company is obligated to acquire
Direct shareholdings
plus
shares to be attributed pursuant to
§ 16 para 2 sentence 1 and para 4
AktG
Direct shareholdings
plus
shares to be attributed pursuant to
§ 16 para 2 sentence 1 and para 4
AktG
Target company
German stock corporations (Aktiengesellschaft, "AG") or partnerships limited by shares (Kommanditgesellschaft auf Aktien, "KGaA'")
AG or KGaA
AG or KGaA
Corporate seat of the target company
Germany
Germany
Germany
Time limit for making a notification
Without undue delay upon an element being constituted
Without undue delay upon an element being constituted
Without undue delay upon an element being constituted
Page 3
§ 20 Abs. 1, 2, 5-8 AktG
Participation in an affiliated company as a result of attribution
§ 20 Abs. 3, 5-8 AktG
Participation in an affiliated company without attribution
§ 20 Abs. 4, 5-8 AktG
Majority shareholding
Addressee of provision
Target company Ö Announcement in
the company's designated journals
Target company1
Target company Ö Announcement in
the company's designated journals
Legal consequence of failure to
provide notification
Temporary loss of rights2
Exceptions:
• No relinquishment of entitlement
to dividends and settlement surpluses unless the party has deliberately failed to provide notification. These entitlements are
suspended until such time as the
notification is made at a later
date.3
- No administrative fine
Loss of privilege pursuant to § 328
para 2 AktG4
Temporary loss of rights
Exceptions:
• No relinquishment of entitlement
to dividends and settlement surpluses unless the party has intentionally failed to provide notification. These entitlements are suspended until such time as the notification is made at a later date.3
- No administrative fine
1
2
3
4
As a rule, the company which received a notification must publish an announcement in the company's designated journals. However, this reporting requirement does not apply to notifications of
participations in affiliated companies without attribution (unless this is notification which is also covered by § 20 para 1 AktG), because the sole objective being pursued is to notify the respective
other company of the existence of cross-shareholdings. In such case, there is no requirement to make any further disclosure. However, should a notification made in accordance with § 20 para 3
AktG contain a notification under para 1, the latter must be disclosed if it was not already disclosed at an earlier point in time.
This not only includes the shares held by the company, but also shares to be attributed to the company in accordance with § 16 para 4 AktG (attribution of shares). The restriction on the exercise
of rights does not, however, apply to shares to be attributed to the company in accordance with § 20 para 2 AktG (participation in an affiliated company as a result of attribution) (hM; Emmerich in
th
rd
nd
Emmerich/Habersack, Aktien- und GmbH-Konzernrecht, 6 ed. 2010, § 20 no. 43; Bayer in MünchKomm. AktG, 3 ed. 2008, § 20 no. 48; Petersen in Spindler/Stilz, AktG, 2 ed. 2010, § 20
no. 40; aA Burgard Die Offenlegung von Beteiligungen Abhängigkeits- und Konzernlagen bei der Aktiengesellschaft, Diss. 1990, p. 56 et seq.), unless the requirements stipulated in § 16 para 4
AktG are fulfilled simultaneously.
The difference between this and temporary loss of rights is that in the event of suspension of rights, the underlying entitlement becomes retrospectively effective if the notification is made at a
later date. However, in the case of the party subject to the disclosure obligation intentionally failing to provide notification in good time, legal existence remains forfeited, whereby "wilful intent"
should, in cases of doubt, be interpreted narrowly to avoid lack of transparency and a dilution of the provisions governing penalties.
§ 328 para 1 AktG provides that in the case of a company with cross-shareholdings, rights arising from shares which are held by any such company in the other company may not be exercised
with respect to exceeding the 25% threshold of shares of such other company. In other words, a disclosure made by one company to another company results in this (other) company only being
able to exercise rights arising from their participation with respect to a threshold of 25% of the share capital of the company-owned shares. This restriction does not prejudice the company which
fulfils its disclosure obligation in accordance with § 20 para 3 or § 21 para 1 AktG prior to the other company making a notification to that effect or otherwise becoming award of the crossshareholdings. If, however, a disclosure made in accordance with § 20 para 3 AktG simultaneously contains a disclosure in accordance with § 20 para 1 AktG, the consequences of a breach of
duty are also governed by § 20 para 7 AktG (dormant rights).
Page 4
Duty to disclose holdings under § 21 AktG
§ 21 Abs. 1 AktG
Participation in an affiliated company
§ 21 Abs. 2 AktG
Majority holding
Notifying party
AG and KGaA
AG and KGaA
Corporate seat of notifying party
In Germany
In Germany
Facts
Participations in affiliated companies exceeding or falling
below 25% of the shares
Majority shareholdings exceeding or falling below 25% of
the shares
Calculation of the participation
level
Direct shareholdings
plus
shares to be attributed pursuant to § 16para 1 and 4 AktG
Direct shareholdings
plus
shares to be attributed pursuant to § 16 para 1 and 4 AktG
Target company
Corporation
Company of any legal form
Corporate seat of target company
In Germany
In Germany5
Time limit for making a notification
Without undue delay upon an element being constituted
Without undue delay upon an element being constituted
Addressee of provision
Target company
Target company
Legal consequence of failure to
provide notification
5
6
7
8
9
6
Temporary loss of rights
Exceptions:
• No relinquishment of entitlement to dividends and settlement surpluses unless the party has deliberately
failed to provide notification. These entitlements are
suspended until such time as the notification is made
at a later date.7
- No administrative fine
Temporary loss of rights8
Exceptions:
• No relinquishment of entitlement to dividends and
settlement surpluses unless the party has deliberately
failed to provide notification. These entitlements are
suspended until such time as the notification is made
at a later date.9
- No administrative fine
The views expressed in legal literature on the issue of whether the party to who disclosure is to be made must have its corporate seat in Germany are divided. Pro: Bungert, NZG 1999, 757 et seq.;
th
th
th
Hüffer, AktG, 9 ed. 2010, § 21 no. 3; Emmerich in Emmerich/Habersack, Aktien- und GmbH-Konzernrecht, 6 ed. 2010, § 21 no. 8; contra: e.g. Schneider in Assmann/Schneider, WpHG, 5 ed.
2009, preceding § 21 no. 62; Koppensteiner in Kölner Komm. AktG, 2004, § 21 no. 4.
Cf. footnote 2.
Cf. footnote 3.
Cf. footnote 2.
Cf. footnote 3.
Page 5
Disclosure and publication duties regarding participation changes / the acquisition of key holdings pursuant to the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG")
Disclosure duties in accordance with §§ 21, 25 and 25a WpHG ("3 pillars")
10
11
§ 21 WpHG
Notification duties on account of
holding voting rights
§ 25 WpHG
Notification duties relating to holdings in financial instruments and
other instruments
§ 25a WpHG
Notification duties relating to holdings of further financial instruments and other instruments
Notifying party
Holder of voting rights
Any party holding financial instruments or other instruments entitling
to acquire, unilaterally and under a
legally binding agreement already
issued shares with voting rights
Any party holding financial instruments or other instruments that are
not already covered by § 25 WpHG
and that entitle to acquire already
issued shares with voting rights
Corporate seat of notifying party
In Germany or abroad
In Germany or abroad
In Germany or abroad
Facts
Reaching, exceeding or falling below
3%, 5%, 10%, 15%, 20%, 25%, 30%,
50% or 75% of the voting rights10
Potentially reaching, exceeding or
falling below 5%, 10%, 15%, 20%,
25%, 30%, 50% or 75% of the voting
rights as a result of the exercise of
the rights derived from the financial
instruments or other instruments11
Potentially reaching, exceeding or
falling below 5%, 10%, 15%, 20%,
25%, 30%, 50% or 75% of the voting
rights by virtue of the structuring of
further financial instruments or other
instruments 11
Calculation of the participation
level
Directly held voting rights
plus
Attribution of voting rights pursuant to
§ 22 WpHG
minus
Non-consideration of voting rights
pursuant to § 23 WpHG
Directly or indirectly held financial
instruments and other instruments
plus
Attribution with participations pursuant to §§ 21 and 22 WpHG
minus
Non-consideration of voting rights
pursuant to § 23 WpHG
Directly or indirectly held financial
instruments and other instruments
plus
Attribution with participations pursuant to §§ 21, 22 and 25 WpHG
minus
Non-consideration of voting rights
pursuant to § 23 WpHG
minus
Non-consideration of financial instruments or other instruments pur-
The notification thresholds relate solely to the percentage of voting rights (in contrast, § 20 AktG solely applies to the share capital and only § 20 para 4 AktG also applies to the percentage of voting
rights). The percentage of the voting rights is determined in such way that the key voting rights of the notifying party are fixed in proportion to the total number of existing voting rights in the company.
The notification duties under §§ 25, 25a WpHG are subsidiary to the so-called "Wasserstandsmeldungen" (participation level notifications) of the offeror pursuant to § 23 WpÜG.
Page 6
§ 21 WpHG
Notification duties on account of
holding voting rights
§ 25 WpHG
Notification duties relating to holdings in financial instruments and
other instruments
§ 25a WpHG
Notification duties relating to holdings of further financial instruments and other instruments
suant to § 25a para 3 WpHG
Target company
Issuer whose country of origin is the
Federal Republic of Germany and
whose shares are admitted to trading
on an organised market12
Issuer whose country of origin is the
Federal Republic of Germany and
whose shares are admitted to trading
on an organised market12
Issuer whose country of origin is the
Federal Republic of Germany and
whose shares are admitted to trading
on an organised market12
Corporate seat of target company
In Germany or abroad, provided that
the Federal Republic of Germany is
deemed to be its country of origin
Germany or abroad, provided that
the Federal Republic of Germany is
deemed to be its country of origin
Germany or abroad, provided that
the Federal Republic of Germany is
deemed to be its country of origin
Time limit for making a notification
Without undue delay, latest within
four trading days after actual or imputed knowledge of reaching, exceeding or falling below a threshold
Without undue delay after actual or
imputed knowledge of reaching, exceeding or falling below a threshold
Without undue delay after actual or
imputed knowledge of reaching, exceeding or falling below a threshold
Addressee of provision
•
•
Issuer
Federal Financial Supervisory
Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
"BaFin")
•
•
Issuer
BaFin
•
•
Issuer
BaFin
Legal consequence of failure to
provide notification
•
As a rule, temporary loss of
rights13
Dividend entitlement and right to
a share of the settlement proceeds: loss of rights only if the
party deliberately failed to provide
a notification and if the notification is not made at a later date14
Administrative fine of up to
EUR 1,000,00015
•
Administrative fine of up to
EUR 1,000,00016
•
Administrative fine of up to
EUR 1,000,00016
•
•
12
13
14
15
16
§§ 21, para 2, 2 para 5 and 6 WpHG.
§ 28 WpHG; for the period for which notification duties have not been discharged and – if the notification requirement regarding the percentage of the voting rights has been breached intentionally or
by gross negligence – the notification period shall be extended by six months. This six-month extension shall not apply, if the actual percentage of voting rights is less than 10% lower and if no notification is omitted relating to a threshold being reached, exceeded or fallen below.
A prerequisite for the suspension of these rights is that the notifying party has deliberately breached its notification duties and the notification is not made at a later date.
§ 39 para 2 no. 2 (e) WpHG in conjunction with § 39 para 4 WpHG.
§ 39 para 2 no. 2 (f) WpHG in conjunction with § 39 para 4 WpHG.
Page 7
Publication duties in accordance with §§ 26 and 26a WpHG
Upon notification being provided by the shareholder, the issuer is obligated to publish the notification, to notify BaFin of this publication and to transmit such
information to the company register. This also ensures that the public are informed about material participation changes.
§ 26 para 1 sentence 1 WpHG (in
conjunction with §§ 21, 25, 25a,
29a WpHG)
Publication and transfer of a notification received
§ 26 para 1 sentence 2 WpHG (in
conjunction with §§ 21, 29a WpHG)
Publication and transfer of a declaration in the event of an acquisition / disposal of its own shares
§ 26a WpHG (in conjunction with
§ 29a WpHG)
Publication of the total number of
voting rights at the end of each
calendar month
Party obligated to publish
Domestic issuer17
Domestic issuer 17
Domestic issuer 17
Facts
Publication and transfer of a notification received pursuant to §§ 21, 25
and 25a or pursuant to a relevant
provision of an EU / EEA state
Publication and transfer of a declaration in the event of an acquisition /
disposal of its own shares in the case
of reaching, exceeding or falling below 3%, 5% or 10% of its own shares
(the 3% threshold applies solely to
issuers whose country of origin is the
Federal Republic of Germany)
Relating to the publication of the total
number of voting rights at the end of
each calendar month during which
the number of voting rights has increased or decreased
Calculation of the participation
level
N/A
Own shares
plus
shares held itself or through a person
acting in its own name but for the
account of the issuer
N/A
Deadline for publication
Without undue delay, but not later
than three trading days following
receipt of the notification
Without undue delay, but not later
than four trading days of reaching,
exceeding or falling below a threshold
At the end of each calendar month
Addressee of provision
•
•
•
•
17
Public Ö Publication in the media
allows the public to assume that
the information is being disseminated throughout the EU and in
other EEA states.
BaFin
•
Public Ö Publication in the media
allows the public to assume that
the information is being disseminated throughout the EU and in
other EEA states.
BaFin
•
Public Ö Publication in media
allows the public to assume that
the information is being disseminated throughout the EU and in
other EEA states.
BaFin
BaFin may exempt domestic issuers domiciled in a third country from the publication requirements imposed by §§ 26 para 1 and 26a WpHG provider that such issuers are if such issuers are subject
to equivalent rules of a third country or if they submit to such rules. However, the information published abroad shall be notified to BaFin and transmitted to the company register.
Page 8
Legal consequence of failure to
publish
18
19
§ 26 para 1 sentence 1 WpHG (in
conjunction with §§ 21, 25, 25a,
29a WpHG)
Publication and transfer of a notification received
• Company register
§ 26 para 1 sentence 2 WpHG (in
conjunction with §§ 21, 29a WpHG)
Publication and transfer of a declaration in the event of an acquisition / disposal of its own shares
• Company register
§ 26a WpHG (in conjunction with
§ 29a WpHG)
Publication of the total number of
voting rights at the end of each
calendar month
• Company register
•
•
•
Administrative fine of up to EUR
200,00018
Administrative fine of up to EUR
200,00018
Administrative fine of up to EUR
200,00019
§§ 39 para 2 no. 5 (c) and no. 6 WpHG in conjunction with § 39 para 4 WpHG.
§§ 39 para 2 no. 5 (c) WpHG in conjunction wtih § 39 para 4 WpHG; if notification to BaFin of the publication as also stipulated in § 26a sentence 1 WpHG has failed to be made, an administrative
fine of up to EUR 500,000 will be imposed in accordance with § 39 para 2 no. 2 (h) WpHG in conjunction with § 39 para 4 WpHG.
Page 9
Notification duties applicable to owners of key holdings
Any shareholder whose shareholdings reach or exceed the threshold of 10%, or a higher threshold, of the voting rights attached to shares, must, within 20
trading days20 after reaching or exceeding the threshold, inform the issuer of the aims underlying the purchase of the shares and of the origin of the funds
used to purchase the shares. 21 This is designed to give issuers better information on their shareholders.22 In accordance with § 25 WpHG, voting rights attached to financial instruments are not taken into account for calculating the threshold.
In respect of the aims underlying the purchase of the voting rights, the notifying party shall notify whether
•
the investment is aimed at implementing strategic objectives or at generating a trading profit,
•
it plans to acquire further voting rights within the next 12 months,
•
it intends to exert an influence on the appointment or removal of members of the board of the issuer's administrative, managing and supervisory bodies, and
•
it seeks to achieve a material change in the company's capital structure, in particular as regards the ratio between own funds and external funds and
the dividend policy.23
With regards to the origin of the funds used, the notifying party need only state whether these are own funds or external funds raised by the notifying party in
order to fund the purchase of the voting rights.
The issuer shall publish the information received or the fact that the notification requirement has not been fulfilled by the shareholder.24
The articles of association of the issuer may provide that this provision does not apply.25
20
21
22
23
24
25
Some commentators deem the 20-trading day timeframe to be extremely lengthy due to the fact that the notifying party remains at liberty to anonymously purchase further shares. Cf. Möllers/Holzner
NZG 2008, 166, 169. This argument appears, however, to be flawed because it does not revolve around the issue of notifying the reaching of the threshold. In this case, the shorter 4-day trading day
applies in any event.
§ 27a WpHG.
Federal parliament document no. 16/7438, page 8.
Capital investment companies, investment stock corporations and EC investment fund shares as per Directive 2009/65/EC, and their management companies are not subject to the notification duties
under § 27a WpHG, because, in principle, they are not permitted to have shareholdings that reach or exceed the relevant threshold of 10% of the voting rights. The same holds true for any shortterm exceeding of the 10% investment limit threshold.
§ 27a para 2 WpHG.
§ 27a para 3 WpHG.
Page 10
Notification duties within the framework of a public offer in accordance with the
German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG")
Decision to make an offer / submit a notification of attainment of control
§ 10 WpÜG
Decision to make an offer
§ 29 in conjunction with § 10
WpÜG
Decision to make a takeover offer
§ 35 WpÜG
Notifications of attainment of control
Notifying party
Offeror
Offeror
Owner of at least 30% of the voting
rights in a target company
Corporate seat of the notifying
party
In Germany
In Germany
In Germany
Facts
Decision to make a purchase offer
Decision to make a takeover offer
aimed at the attainment of control
(takeover offer)
Reaching the threshold of 30§ of the
voting rights
Calculation of the participation
level
N/A
Directly held voting rights
plus
Voting rights to be attributed pursuant to § 30 WpÜG
Directly held voting rights
plus
Voting rights to be attributed in accordance with § 30 WpÜG
minus
Non-consideration of voting rights
pursuant to § 36 WpÜG
Potential exemption from the obligation to make a takeover offer pursuant to § 37 WpÜG
Target company
Issuer whose shares are admitted to
trading on a regulated market in the
EEA
Issuer whose shares are admitted to
trading on a regulated market in the
EEA
Issuer whose shares are admitted to
trading on a regulated market in the
EEA
Corporate seat of the target company
In Germany
In Germany
In Germany
Listing of shares on the stock
exchange
Yes
Yes
Yes
Time limit for making a notifica-
Without undue delay upon a decision
Without undue delay upon a decision
Without undue delay, at the latest
Page 11
tion
being made (except for approval of
shareholders' meeting, no remaining
uncertainties in the offeror's sphere)
§ 29 in conjunction with § 10
WpÜG
Decision to make a takeover offer
being made (except for approval of
shareholders' meeting, no remaining
uncertainties in the offeror's sphere)
Addressee of provision
•
The boards of governors of the
stock exchanges on which (i) the
securities of the offeror, the target
company or other companies directly affected by the offer are
admitted to trading, and (ii) on
which derivatives are traded, provided the securities form the subject matter of the derivatives26
BaFin27
The public28
The target company29
•
An administrative fine of up to
EUR 1,000,00030
An administrative fine of up to
EUR 1,000,00030
§ 10 WpÜG
Decision to make an offer
•
•
•
Legal consequence of failure to
provide notification
26
27
28
29
30
31
•
•
•
•
The boards of governors of the
stock exchanges on which (i) the
securities of the offeror, the target
company or other companies directly affected by the offer are
admitted to trading, and (ii) on
which derivatives are traded, provided the securities form the subject matter of the derivatives26
BaFin27
The public28
The target company29
§ 35 WpÜG
Notifications of attainment of control
within seven calendar days after
actual or imputed knowledge of attainment of control
•
•
•
•
•
•
The boards of governors of the
stock exchanges on which (i) the
securities of the offeror, the target
company or other companies directly affected by the offer are
admitted to trading, and (ii) on
which derivatives are traded, provided the securities form the subject matter of the derivatives26
BaFin27
The public28
The target company29
Temporary loss of rights31
An administrative fine of up to
EUR 1,000,00030
§ 10 para 2 sentence 1 no. 1 and 2 WpÜG (in conjunction with § 34 WpÜG / in conjunction with § 35 WpÜG).
§ 10 para 2 sentence 1 no. 3 WpÜG (in conjunction with § 34 WpÜG / in conjunction with § 35 WpÜG).
§ 10 para 3 WpÜG (in conjunction with § 34 WpÜG / in conjunction with § 35 WpÜG).
§ 10 para 5 WpÜG (in conjunction with § 34 WpÜG / in conjunction with § 35 WpÜG).
§ 60 para 1 no. 1 (a) WpÜG in conjunction with § 60 para 3 WpÜG.
§ 59 WpÜG.
Page 12
Publication obligations of the offeror after making the offer pursuant to 23 WpÜG
The offeror is obligated to publish without undue delay pursuant to § 23 para 1 WpÜG the percentage of the voting rights belonging to him or to be attributed
to him and to notify BaFin thereof (participation level notifications), namely:
•
weekly following the publication of the offer document, and daily in the final week prior to the expiry of the acceptance period,32
•
without undue delay after the expiry of the acceptance period,
•
without undue delay after the expiry of the further acceptance period (the so-called 'Zaunkönigregelung')33,
•
without undue delay after reaching the 95% threshold (squeeze-out threshold).34
In addition, if the offeror attains control over the target company, it shall notify BaFin without undue delay of the amount of acquired shares and voting rights
after the publication of the offer document and prior to the lapse of one year after the publication. This is designed to enable the recipient of the offer to ascertain whether he is entitled to higher consideration pursuant to § 31 WpÜG.35
32
33
34
35
Market participants are thereby duly informed about the acceptance of the offer, cf. Limitation provision of the Act to Regulate Public Takeover Offers Through Securities Acquisition and Takeovers
(BegrRegE zum Gesetz zur Regelung von öffentlichen Angeboten zum Erwerb von Wertpapieren und von Unternehmensübernahmen), Federal parliament document no. 14/7034, page 50.
So-called 'Zaunkönigregelung' applicable solely to takeover offers (§ 16 para 2 WpÜG).
Requisite threshold for a squeeze-out of minority shareholders within the framework of a squeeze-out (§ 39a WpÜG and §§ 327a et seq. German Stock Corporation Act (Aktiengesetz, AktG).
Assmann in Assmann/Pötzsch/Schneider, WpÜG, 2005, § 23 no. 3.
Page 13
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