Acting in concert

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Under acting in concert is a collaboration of several people, mostly investors , understood on an informal basis. In practice, this term is mostly used when several investee companies , e.g. B. Hedge funds , hold smaller shares in a listed company and work together to a limited extent to achieve a common goal. This goal can e.g. B. in the removal of the board of directors , distributions to the shareholders or other elements of corporate policy .

Situation in Germany

In Germany, the behavior described by this term in accordance with Section 35 (1) i. V. m. According to Section 30 (2) of the German Securities Acquisition and Takeover Act (WpÜG), the shares of the jointly acting investors are added together and a mandatory offer must be made by them if their joint voting rights exceed 30%. Since the purpose of acting in concert is to act covertly, investors will usually violate this requirement. The consequence of this is, according to Section 38 WpÜG, that the other investors are entitled to interest on their claim for consideration for the sale of their shares to the investors acting together. BaFin is responsible for examining whether a takeover bid should have been submitted because of acting in concert .

The German legislature is currently on the way to considerably expanding the possible facts of acting in concert through the planned Risk Limitation Act . Prohibited coordinated behavior by investors should be more easily detectable. Up to now, this has seldom been possible, as the corresponding definition had concentrated heavily on voting behavior at general meetings. Agreements outside of the shareholder meetings are now also included. The plans also stipulate that employees of a non-listed company must be informed before company takeovers.

See also

Web links

Individual evidence

  1. ↑ As of February 2008
  2. ↑ Draft of a law to limit the risks associated with financial investments (Risk Limitation Act) (PDF; 349 kB)
  3. ↑ Bundestag passes risk limitation law More protection against "grasshoppers" ( Memento of September 8, 2008 in the Internet Archive )