Furthermore, a shareholder whose interests in the respective company reaches or exceeds 10% or more of the voting rights must, within 20 trading days, inform the issuer of the aims underlying the acquisition of the voting rights and of the origin of the funds used to purchase the voting rights.165 The notification shall, inter alia, contain a declaration of whether the aims underlying the acquisition are of strategic or profit-oriented nature and whether the shareholder plans to acquire further voting rights within the next twelve months.166

A violation of the notification rules constitutes an administrative offense under Sec. 39 WpHG, punishable with an administrative fee of up to EUR 1 million. Furthermore, according to Sec. 28 WpHG a shareholder who violates the notification requirement looses the right to exercise her/his voting rights for the period of time for which the notification requirements have not been met. In case of a willful or grossly negligent violation and the shareholding concerned exceeding 10%, such loss of rights even extends to six months after the shareholder has finally made the required notification.167 By implementing such an extended period (verlängerte Sperrfrist) the law makes it impossible for a shareholder to intentionally build up a hidden controlling or blocking majority prior to a shareholders’ meeting and to exercise her/his voting rights in the meeting by disclosing her/his shareholding immediately before the meeting takes place.

References

Bayer W, Hoffmann T (2011) Die Verbreitung von Inhaberaktien von Deutschen Aktiengesellschaften. http://www.jura.uni-duesseldorf.de/dozenten/noack/Texte/Inhaber.PDF. Accessed 25 July 2011

Davies PL(1997) Gower’s principles of modern company law, 6th edn. Sweet & Maxwell, London Fitzenberger B, Kohn K, LembckeA(2008) Union density and varieties of coverage: the anatomy of union wage effects in Germany. ZEW—centre for European economic research discussion

paper no. 08–012. http://ssrn.com/abstract = 1103466.Accessed 25 July 2011

Heiser K (2000) Can capital market law approaches be harmonised with essential principles of company law? Eur Bus Law Rev 11:60–82

Kann J van, Wiedemann K, Just C (2007) German securities trading law—new share ownership notification rules. GLJ 8:255–259

Kronstein H (1952) Collective bargaining in Germany: before 1933 and after 1945. Am J Comp Law 1:199–214

Mertens HJ, Schanze E (1979) The German codetermination act of 1976. J Comp Corp Law Secur Regul 2:75–88

MöllersTMJ (2010) European legal theory and legislation in capital market law. J Interdiscip Econ 20:133–151

Wehler HU (1994) Das Deutsche Kaiserreich 1871–1919. Vandenhoeck und Ruprecht, Göttingen Wirth G,Arnold M, Morshäuser R, Greene M (2010) Corporate law in Germany. Beck, Munich

165  See Sec. 27a para. 1 sentence 1 WpHG. 166  See Sec. 27a para. 1 sentence 3 WpHG. 167  See Sec. 28 para. 1 sentence 3 WpHG.