50 + 1 rule

from Wikipedia, the free encyclopedia

The 50 + 1 rule (sometimes also 50 + 1 rule ) is a provision in the statutes of the German Football League . Under this provision, it is investors not possible, the majority of votes in corporations to take over, have outsourced their professional teams in football clubs. However, it is permitted for the majority of the capital to be owned by private investors. Sun holds ball Borussia 09 e. V. Dortmund only 5.53 percent of the listed Borussia Dortmund GmbH & Co. KGaA , but completely the general partner authorized to manage the company, Borussia Dortmund Geschäftsführungs-GmbH .

A similar rule applies in the Austrian Bundesliga .

Development and Background

To protect competition in the professional departments of the German football leagues, the DFB stipulated in its statutes in Section 16c (3) that a corporation can only receive a license if the “parent club” at least “50 percent plus (...) another Share of the vote in the meeting of shareholders ”. In the case of a partnership limited by shares , the parent association or a subsidiary that is 100% controlled by it must have the position of general partner . This regulation was adopted verbatim in the statutes of the league association (Section 8, Paragraph 2).

The background to this regulation is to prevent large companies or other investors from taking full control of the professional teams of clubs, as is often done in England in the Premier League and the Football League . The aim is to protect the sporting interests of the clubs over the economic interests of the investors. However, there are many competition law concerns about the regulation in Germany, and the League Association also allowed exceptions in its statutes in Germany:

“The board of the league association decides on exceptions to the requirement of a majority participation of the parent club only in cases in which another legal entity has continuously and significantly promoted the football sport of the parent club for more than 20 years. This presupposes that the legal entity in question continues to promote amateur football in the future to the extent that it has done so far and that the shares in the corporation are not resold or only transferred back to the parent association free of charge. In the event of a resale contrary to the statutory prohibition or the refusal to transfer ownership back free of charge, this will result in the withdrawal of the license for the corporation. "

- Statutes of the League Association, Section 8 Paragraph 3

This provision was applied to Bayer 04 Leverkusen - therefore also known as “Lex Leverkusen” - and VfL Wolfsburg . In 2015, the rule was also applied at TSG 1899 Hoffenheim , where Dietmar Hopp took over the majority in the Fußball-Spielbetriebs-GmbH. The deadline of January 1, 1999, which was initially prescribed, was canceled at the end of August 2011 at the request of Hanover 96 President Martin Kind .

On March 26, 2015, the general meeting of the DFL decided to limit multiple participation. An investor may participate in a maximum of three operating companies, two of which with a maximum of 10 percent. Volkswagen AG's holdings are grandfathered.

After Hannover 96 and Martin Kind had submitted an application in August 2017 to apply this exception for them as well, at the beginning of February 2018 it appeared that the DFL would reject this application. As a result, Martin Kind announced on February 5, 2018 that he wanted to suspend the application for the time being and thus initially not take over the majority of the votes in the association. The DFL announced a fundamental discussion about an amendment to the statutes in which the 50 + 1 rule is to be completely redefined. On June 18, 2018, the DFL finally rejected the child's application because the criterion of “substantial funding” was not met.

At the general meeting of the DFL on March 22, 2018 in Frankfurt, only the course of the procedure for this discussion should initially be determined. Surprisingly for many media representatives, the meeting there accepted a motion from FC St. Pauli for a "process to improve legal security and further considerations regarding changed framework conditions while maintaining the 50 + 1 rule". Eighteen of the 34 voting clubs voted to maintain the rule. Four clubs voted against the proposal.

criticism

It is often criticized that the regulation violates EU law. Some German club managers also criticize the fact that the Bundesliga is lagging behind other professional leagues and cannot keep up with the sport on an international level. As a result, there have been some demands from the management departments of professional football teams in Germany since 2007 to abolish this regulation in order to arouse the interest of further investors. The regulation has been retained so far, but is still under discussion.

Hannover 96 submitted a proposal to change the 50 + 1 rule at the general assembly of the League Association on November 10, 2009, which was rejected by a large majority. Likewise, an application from the then second division club FSV Frankfurt was rejected, in which the DFL should be commissioned to develop a new model that offers investors more opportunities, but should still prevent a complete takeover. Hanover then filed a lawsuit with the permanent arbitration tribunal , which is set up for disputes between clubs / corporations on the one hand and the league association, the DFL and the DFB on the other. The arbitration tribunal's decision was published on August 30, 2011. In the judgment, the court softened the 50 + 1 rule insofar as, for an exception, the restriction no longer applies that an investor must have supported the association in question not only for more than 20 years but also before January 1, 1999.

On the other hand, the 50 + 1 rule is criticized as a "blunt sword" because the possibility that a company can provide the majority of the capital, an "extreme economic dependency" arises. The operating company of TSG 1899 Hoffenheim was cited as an example, 96 percent of whose capital was provided by Dietmar Hopp , although his voting rights were limited to 49 percent. In the case of RB Leipzig , where (similar to FC Red Bull Salzburg ) only seven founding members close to Red Bull have voting rights in the club, DFB Vice President Rainer Koch fears that the 50 + 1 rule will be "undermined". The exemption for long-term sponsors is also criticized because it promotes “unequal competition”.

In June 2017, Hasan Ismaik , a Jordanian investor at TSV 1860 Munich , announced a lawsuit against the 50 + 1 rule.

Legal forms of the licensed player departments (1st and 2nd Bundesliga)

Of the 36 Bundesliga and Bundesliga 2 clubs , 23 have outsourced their licensed players department to a corporation . The most frequently used legal form is the GmbH & Co. KGaA . This is a partnership limited by shares , the general partner of which is a limited liability company (GmbH). The general partner GmbH is the personally liable partner of the company (full liability ) and is authorized to manage the company . On the other hand, the limited shareholders are only liable to a limited extent (partial shareholders). The advantage of this legal form is that the shares of the KGaA can be completely sold to investors. As long as the majority of the shares in the general partner GmbH, which takes over management, are held by the association, the 50 + 1 rule is not violated. Within the GmbH, the management conducts the business in accordance with the instructions of the shareholders' meeting , which gives the association considerable influence. Borussia Dortmund e. V. holds, for example, only around 5 percent of the KGaA, but as the sole shareholder of the general partner GmbH has complete control over the appointment of the management and the operative business .

The second most common is the limited liability company (GmbH). Since the management conducts the business according to the instructions of the shareholders, they have a considerable influence. This legal form is used by all clubs that are exempt from the 50 + 1 rule due to the special permit (Hoffenheim, Leverkusen, Wolfsburg). The 50 + 1 rule is maintained as long as the association, regardless of the capital shares, holds the majority of votes in the shareholders' meeting.

Four clubs have spun off their licensed player department into a stock corporation (AG). Here the general meeting of shareholders is responsible for the composition of the supervisory board . The votes are tied to the capital shares, unless they are preferred shares without voting rights. The Supervisory Board is responsible for appointing the Executive Board , which is not bound by instructions, and controls it. The 50 + 1 rule is observed if the majority of the ordinary shares (with voting rights) are held by the association. A blocking minority (25% to 49% shares) of investors is allowed. The direct influence of the association on the operative business is limited, since the board of directors leads the AG under its own responsibility (§ 76 Abs. 1 AktG ). The association can determine the supervisory board alone, provided there is no blocking minority, but is usually only represented by one representative (usually the chairman).

Some clubs have not outsourced their professional players department. Here, the general assembly elects, directly or indirectly via a supervisory board, the executive board or the presidium that conducts the business. It is not possible to sell shares.

An overview of the current 36 first and second division clubs including their legal form (2019/20 season). Associations marked with an * have sold shares in the corporation in accordance with the 50 + 1 rule. Only the shares of Borussia Dortmund GmbH & Co. KGaA are traded on the stock exchange. In addition, numerous third and regional league clubs , occasionally also upper league clubs , have outsourced their licensed player departments.

legal form society
13 × registered association (e.V.) FC Erzgebirge Aue , 1. FC Union Berlin , SV Darmstadt 98 , Fortuna Düsseldorf , Dynamo Dresden , SC Freiburg , 1. FC Heidenheim , Holstein Kiel , 1. FSV Mainz 05 , 1. FC Nuremberg , SV Sandhausen , FC Schalke 04 , FC St. Pauli
13 × GmbH & Co. KGaA FC Augsburg *, Arminia Bielefeld *, VfL Bochum , Hertha BSC *, Werder Bremen , Borussia Dortmund B , SpVgg Greuther Fürth , Hannover 96 *, Karlsruher SC *, 1. FC Cologne , VfL Osnabrück *, SC Paderborn 07 , SSV Jahn Regensburg *
6 × company with limited liability (GmbH) TSG 1899 Hoffenheim A , RB Leipzig *, Bayer 04 Leverkusen A , Borussia Mönchengladbach , SV Wehen Wiesbaden *, VfL Wolfsburg A
4 × stock corporation (AG) Eintracht Frankfurt *, Hamburger SV *, FC Bayern Munich *, VfB Stuttgart *
A.The TSG 1899 Hoffenheim football game Betriebs GmbH (96% Dietmar Hopp , 4% e. V.), Bayer 04 Leverkusen Fußball GmbH (100% Bayer AG ) and VfL Wolfsburg-Fußball GmbH (100% Volkswagen AG ) are connected by a derogation from the 50 + 1 rule exempted.
B. Shares are traded on the stock exchange

Outsourced licensed player departments in German professional football

Corporation Distribution of votes /
KGaA: General partner GmbH with 100% association share 		Investors League (2019/20)
Alemannia Aachen GmbH 100% Aachen TSV Alemannia 1900 e. V. RL West
FC Augsburg 1907 GmbH & Co KGaA FCA Beteiligungs GmbH 99.39% Hofmann Investors GmbH (31.91% Klaus Hofmann , 31.91% Michael Reuss, 17.02% Detlef Dinsel, 12.77% Marcus Höfl, 6.38% Thilo Sautter)
0.61% FC Augsburg 1907 e. V. 		Bundesliga
Hertha BSC GmbH & Co KGaA Hertha BSC Verwaltung GmbH Bundesliga
DSC Arminia Bielefeld GmbH & Co. KGaA DSC Arminia Bielefeld Management GmbH 2nd Bundesliga
VfL Bochum 1848 GmbH & Co. KGaA VfL Bochum 1848 Management GmbH 2nd Bundesliga
Eintracht Braunschweig GmbH & Co. KGaA Eintracht Braunschweig Management GmbH 3rd league
SV Werder Bremen GmbH & Co. KGaA Werder Verwaltungs GmbH Bundesliga
Wacker Burghausen Football GmbH 100% SV Wacker Burghausen e. V. RL Bavaria
Borussia Dortmund GmbH & Co. KGaA Borussia Dortmund Management GmbH 64.88% Free float
9.83% Evonik Industries AG
9.33% Bernd Geske
5.53% BVB 09 e. V. Dortmund
5.43% Signal Iduna
5.00% Puma SE 		Bundesliga
MSV Duisburg GmbH & Co. KGaA MSV Duisburg Verwaltungsgesellschaft mbH 89.9% Meidericher SV 02 e. V. Duisburg
10.1% Capelli New York Limited 		3rd league
ETSV Flensburg-Weiche Liga GmbH & Co. KG 100% SC Weiche Flensburg from 1908 e. V. RL north
Eintracht Frankfurt Football AG 67.88% Eintracht Frankfurt e. V.
18.55% Friends of Adlers GmbH (Philip Holzer and Stephen Orenstein)
10.00% Friends of Eintracht Frankfurt AG ( Bankhaus Metzler , DZ Bank , Landesbank Hessen-Thüringen and Oddo BHF )
3.57% Wolfgang Steubing AG 		Bundesliga
FSV Frankfurt 1899 Football GmbH 100% FSV Frankfurt 1899 e. V. RL southwest
SpVgg Greuther Fürth GmbH & Co. KGaA Greuther Fürth Football GmbH 2nd Bundesliga
HSV Football AG 76.19% Hamburger SV e. V.
20.57% Klaus-Michael Kühne
1.35% Burmeister family
1.22% Helmut Bohnhorst
0.67% heir (s) of Alexander Margaritoff 		2nd Bundesliga
Hannover 96 GmbH & Co. KGaA Hannover 96 Management GmbH 100% Hannover 96 Sales & Service GmbH & Co. KG (52.73% Martin Kind , 19.76% Dirk Roßmann , 16.11% Gregor Baum, 11.4% Matthias Wilkening) 2nd Bundesliga
TSG 1899 Hoffenheim football game operation GmbH 96% Dietmar Hopp
4% TSG 1899 Hoffenheim e. V. 		Bundesliga
FC Ingolstadt 04 Football GmbH 80.1% FC Ingolstadt 04 e. V.
19.9% Audi Sport GmbH 		3rd league
FC Carl Zeiss Jena Football Game Company GmbH 50.02% FC Carl Zeiss Jena e. V.
49.98% Staprix NV (Roland Duchâtelet) 		95% Staprix NV
5% FC Carl Zeiss Jena e. V. 		3rd league
1. FC Kaiserslautern GmbH & Co. KGaA 1. FC Kaiserslautern Management GmbH 1. FC Kaiserslautern e.V. V.
various investors 		3rd league
1. FC Köln GmbH & Co. KGaA 1. FC Köln Verwaltungs-GmbH Bundesliga
Fortuna Köln Spielbetriebsgesellschaft mbH 51% SC Fortuna Köln e. V.
49% deinfussballclub.de DFC GmbH 		99.745% deinfussballclub.de DFC GmbH
0.255% SC Fortuna Köln e. V. 		RL West
RasenBallsport Leipzig GmbH unknown, but at least 51% RasenBallsport Leipzig e. V. 99% Red Bull GmbH
1% RasenBallsport Leipzig e. V. 		Bundesliga
Bayer 04 Leverkusen Football GmbH 100% Bayer AG
(via Erste KWA Beteiligungsgesellschaft mbH) 		Bundesliga
Borussia VfL 1900 Mönchengladbach GmbH 100% Borussia VfL 1900 e. V. Bundesliga
FC Bayern Munich AG 75.01% FC Bayern Munich e. V.
8.33% Adidas AG
8.33% Audi AG
8.33% Allianz SE 		Bundesliga
TSV Munich from 1860 GmbH & Co. KGaA TSV Munich from 1860 Geschäftsführungs-GmbH 60% HAM International Limited
40% TSV Munich von 1860 e. V. 		3rd league
Sportclub Preußen Münster 06 GmbH & Co. KGaA Sportclub Preußen Münster 06 Management GmbH 3rd league
Offenbacher Football Club Kickers 1901 GmbH 100% Offenbacher FC Kickers 1901 e. V. RL southwest
VfL Osnabrück GmbH and Co. KGaA VfL Osnabrück Management GmbH 82.09% VfL from 1899 e. V. Osnabrück
5.0% Assmann Büromöbel GmbH & Co. KG
5.0% Michael Koch
4.91% Stadtwerke Osnabrück AG
3.0% Nicole Welz 		2nd Bundesliga
SC Paderborn 07 GmbH & Co. KGaA SC Paderborn 07 Management GmbH Bundesliga
SSV Jahn Regensburg GmbH & Co. KGaA SSV Jahn GmbH Marketing and Administration 90% SSV Jahn Regensburg e. V.
10% various investors 		2nd Bundesliga
VfB Stuttgart 1893 AG 88.25% VfB Stuttgart 1893 e. V.
11.75% Daimler AG 		2nd Bundesliga
KFC Uerdingen 05 Football GmbH unknown, but at least 51% KFC Uerdingen 05 e. V. 97.5% KFC Uerdingen Entertainment GmbH
2.5% KFC Uerdingen 05 e. V. 		3rd league
Spielvereinigung Unterhaching Fußball GmbH & Co. KGaA Haching Verwaltungs GmbH 58.02% Spielvereinigung Unterhaching e. V.
19.34 Schwabl GmbH
12.20% Free float
10.44% Andreas Kögl 		3rd league
SV Wehen 1926 Wiesbaden GmbH 100% SV Wehen 1926-Taunusstein e. V. 2nd Bundesliga
VfL Wolfsburg Football GmbH 100% Volkswagen AG
(via Volkswagen Group Services ) 		Bundesliga
FC Würzburger Kickers AG 51% FC Würzburger Kickers e. V.
49% Flyeralarm Future Labs GmbH 		3rd league

Individual evidence

  1. ↑ a b c Because of the exception rule, a company or a person has the majority of votes.
  2. ↑ HAM International Limited holds 2,498,020 of the 5,098,020 shares with voting rights. In addition, there are 1,401,980 preference shares , the voting rights of which have been revived in accordance with Section 140 (2) AktG. (Source: Annual financial statements for the business year from July 1st, 2014 to June 30th, 2015, published on August 18th, 2016, bundesanzeiger.de)
  1. ↑ Statutes of the German Football Association (PDF)
  2. ↑ a b Statutes of the League Association (PDF)
  3. ↑ a b c 50 + 1 rule remains, "Lex Leverkusen" does not. kicker.de, August 30, 2011, accessed on April 18, 2013.
  4. ↑ TSG members unanimously: Hopp takes over majority. kicker.de, February 9, 2015, accessed on February 9, 2015.
  5. ↑ a b The next Lex Volkswagen. In: time online . March 27, 2015, accessed April 1, 2015.
  6. ↑ Hannover 96: Martin Kind applies for a majority takeover. In: handelsblatt.de. Retrieved February 6, 2018 .
  7. ↑ DFL will probably refuse to take over Hannover 96. Retrieved February 6, 2018 .
  8. ↑ 96 takeover: child lets application rest. NDR, accessed February 6, 2018 .
  9. ↑ No special permit for children at Hannover 96. In: Spiegel Online , July 16, 2018.
  10. ↑ The 50 + 1 rule in professional football remains. Spiegel Online, March 22, 2018.
  11. ↑ DFL General Assembly is in favor of a fundamental debate while maintaining the 50 + 1 rule. DFL, March 22, 2018, accessed March 22, 2018.
  12. ↑ Future of the 50 + 1 rule open . In: kicker.de , March 5, 2008.
  13. ↑ Child continues to fight to abolish the 50 + 1 rule . In: spox.com , January 30, 2017.
  14. ↑ DFL: 50 + 1 rule remains ( Memento of November 13, 2009 in the Internet Archive )
  15. ↑ No sheikh, no gas millionaire. taz.de, April 19, 2011, accessed on April 18, 2013
  16. ^ A b Christian Witt: Caution, financial doping! (No longer available online.) In: Focus Online . December 15, 2008, archived from the original on February 2, 2014 ; accessed on June 3, 2017 .
  17. ↑ Christian Witt: I am the capital. In: Focus online. December 15, 2008, accessed June 3, 2017 .
  18. ↑ DFB Vice Koch wants to check RB Leipzig's statutes. In: Focus online. September 5, 2009, accessed October 1, 2009 .
  19. ↑ Ismaik wants to sue the 50 + 1 rule sueddeutsche.de, June 3, 2017
  20. ↑ alemannia-aachen.de , accessed on June 20, 2013
  21. ↑ a b PressReader.com - Connecting People Through News. Retrieved December 26, 2018 .
  22. ↑ FC Augsburg President takes over his club with co-investors. In: manager magazin. May 20, 2015, accessed September 20, 2016 .
  23. ↑ The e. V. is the sole shareholder of the general partner Borussia Dortmund Geschäftsführungs-GmbH , accessed on June 19, 2013
  24. ↑ Part of the restructuring: Shareholder Evonik Industries separates from BVB shares In: ruhrnachrichten.de , February 24, 2020.
  25. ↑ Americans take over five percent of the shares in MSV Duisburg derwesten.de, December 18, 2015
  26. ^ Conditions for license, 5 percent of the club sold reviersport.de, April 20, 2017
  27. ↑ Big cash injection for Eintracht Frankfurt fr.de, April 23, 2018
  28. ↑ The delicate balance between the club and the AG faz.net, February 22, 2014
  29. ↑ Eintracht Frankfurt Fußball AG strengthens equity eintracht.de, April 23, 2018
  30. ↑ Hanover sells last shares in Kind fr-online.de, April 28, 2015
  31. ↑ Schiemann and Madsack give up 96 shares in neuepresse.de, July 6, 2016
  32. ↑ Club patron: Hopp takes over the majority in 1899 Hoffenheim. February 10, 2015, accessed February 10, 2015 .
  33. ↑ FC Carl Zeiss: Clear majority for millions investor Duchatelet Ostthüringer Zeitung, December 17, 2013, accessed on December 26, 2013.
  34. ↑ fck.de , accessed on April 30, 2019
  35. ↑ fck.de accessed on April 30, 2019
  36. ↑ fc-koeln.de , accessed on June 20, 2013
  37. ↑ Fortuna Köln Spielbetriebsgesellschaft mbH increases share capital to EUR 1.0 million. fortuna-koeln.de, March 25, 2010
  38. ↑ See the investments ( memento of September 25, 2015 in the Internet Archive ) of Red Bull GmbH in the 2014 financial year on trendtop500.at, last accessed on August 10, 2015.
  39. ↑ Going public is not an option for Bayer 04 , April 1, 2014, accessed on December 6, 2015.
  40. ↑ organs of FC Bayern München AG. FC Bayern Munich website, accessed on February 15, 2014 .
  41. ^ Preußen Münster completes spin-off kicker.de, March 1, 2018
  42. ↑ Million-minus shocked the members of VfL Osnabrück noz.de, November 19, 2017
  43. ↑ Thanks to BTT, EV acquires 90% of the shares in GmbH & Co. KGaA ssv-jahn.de, October 13, 2017
  44. ↑ Daimler gives VfB Stuttgart a helping hand faz.net, May 31, 2017
  45. ↑ SpVgg Unterhaching football share , boerse.de, accessed on April 15, 2020.
  46. ^ The Black Box attacks , FR Online , January 29, 2015, accessed December 6, 2015.
  47. ↑ Flyeralarm is now a Kickers investor mainpost.de, April 6, 2018