Blank endorsement
In securities law, a blank endorsement is an endorsement which , in the case of order papers, enables simple transfer through agreement and handover and which only consists of the signature of the transferor.
General
Order papers are not uniformly regulated in one law, but the approved order papers in the Commercial Code (HGB) and the born order papers in the Stock Corporation Act (AktG), Bill of Exchange Act (WG) and Check Act (SchG). As a rule, all order papers can only be transferred by endorsement ( Art. 11 Para. 1 WG). The legitimized holder and owner of the order paper is therefore someone who can identify himself by means of a seamless chain of endorsements that must be traced back to the issuer of the order paper. Endorsements are legal transfer notes that usually only allow transfer of the security by attaching an additional endorsement. The endorser is the issuer of the endorsement, the endorser is the new creditor of the order paper. Endorsements restrict the marketability of the order papers because a further endorsement has to be attached for a transfer and the endorser has to check that the chain of endorsement is complete. In order to increase the marketability for order papers, a legally permissible way had to be found.
Form and effect of the blank endorsement
The law expressly allows a blank endorsement. If the name of the endorser is not given, it is a blank endorsement ( Art. 13 para. 2 WG, Art. 16 para. 2 SchG); it consists in the mere signature of the endorser. Every holder of a blank endorsed order paper is then considered an authorized person, further endorsements are no longer required. The blank endorsement does not break the gap in an existing chain of endorsements. If a blank endorsement stands alone or at the end of an uninterrupted chain of endorsements, the owner is the owner ( Art. 16 Para. 2 WG). Therefore, an order paper provided with a blank endorsement can be transferred by simple agreement and handover without the need for renewed endorsement ( Art. 14 WG). The blank endorsement therefore transforms all order papers into "technical" bearer papers . The law equates the order papers with the bearer papers if they are provided with a blank endorsement ( Section 234 BGB for the provision of security , Section 1084 BGB for consumable items , Section 1814 sentence 3 BGB for deposit or Section 2116 (1) sentence 3 BGB in inheritance law ).
Blank endorsements in practice
All technically endorsable securities can be given a blank endorsement. This includes all born order papers and the awarded order papers, provided they have been provided with a positive order clause by the issuer . The blank endorsements play a role in economic practice where the less marketable order papers are to be made more fungible through simple agreement and handover. This is the case when switching , but it is particularly necessary to improve the marketability of marketable order papers. This includes the registered share and the bond order . As a born (registered share) or awarded order paper (order bond), they can only be transferred by endorsement. In Section 68 (3) AktG, the stock corporation is obliged to check whether this chain of endorsements is complete. This does not apply to a blank endorsement, because this makes order papers exchangeable and justifiable and can be traded on the stock exchange like bearer papers . In Section 5 (1) of the Stock Exchange Admission Ordinance , the free tradability of securities is made a prerequisite for official stock exchange listing. According to the local stock exchange regulations, registered shares can only be delivered if the last transfer (Section 68 (2) AktG) - and only this - is expressed in a blank endorsement (Section 30 (1) Conditions for Transactions on the Berlin Stock Exchange). In addition to this ability to be listed on the stock exchange, it is also necessary to be able to hold a collective custody account, which is achieved in accordance with Section 5 (1) DepG by being justifiable in accordance with Section 91 BGB.
Also registered shares are born registered form and may only with the consent of the issuer are transferred (§ 68 para. 2 AktG). The required consent to the transfer only restricts the transport function of the endorsement, but does not change its character as an order document. However, the issuer's use of forms generally provides for assignment as the form of transfer. In that case, the transfer of a registered share with restricted transferability requires both the consent of the issuer and an assignment. This means that registered shares with restricted transferability become “technical” Recta securities . To make them marketable, a blank assignment is required, which turns the restricted registered share into a "technical" bearer security.
Individual evidence
- ↑ Veronika Schinzler: The partially paid-in registered share as a financing instrument of the insurance industry (= publications of the Institute for Insurance Science of the University of Mannheim. 62). VVW, Karlsruhe 1999, ISBN 3-88487-786-0 , pp. 20 f., (Also: Mannheim, Universität, Dissertation, 1998).
- ↑ Conditions for transactions on the Berlin Stock Exchange, February 2011 (PDF; 757 kB)
- ↑ Veronika Schinzler: The partially paid-in registered share as a financing instrument of the insurance industry (= publications of the Institute for Insurance Science of the University of Mannheim. 62). VVW, Karlsruhe 1999, ISBN 3-88487-786-0 , p. 31, (also: Mannheim, Universität, Dissertation, 1998).
- ↑ The same provisions apply here as for blank endorsements in accordance with Section 30 Paragraph 2 in the Conditions for Transactions on the Berlin Stock Exchange
