Delisting
The delisting ( English to list , to list , to register '), more rarely also an IPO or withdrawal , is the permanent suspension of the stock exchange listing of a capital market active corporation (usually a stock corporation ). In contrast, downlisting or downgrading refers to the change to a stock exchange segment with lower requirements, for example from the regulated market to the open market . Delisting is an administrative process through which the share is permanently removed from trading in the regulated market. Both delisting and downgrading can lead to a major impairment of the marketability of the shares and thus to considerable price losses. Hence the question of investor protection. Possible reasons for such an approach can be what is known as going private after a company takeover or the avoidance of the extensive disclosure obligations of listed stock corporations. A delisting can also be initiated by the admission office of the respective stock exchange supervisory authority and / or the financial services authority if proper trading in the security can no longer be guaranteed (e.g. after a squeeze-out in which all shares are brought together in one hand become).
legal framework
Germany
From September 7, 2015
On October 1, 2015, the Bundestag passed the law to implement the amended Transparency Directive (BT-Drucksache 18/6220). This law aims to improve investor protection when the admission of a security to trading on the regulated market (delisting / downlisting) is revoked. For the shareholder, the withdrawal from the stock exchange means the loss of the tradability of the shares in the regulated market. After the announcement of the delisting, the shareholder still has the option to sell the share, but immediately after the announcement there could be considerable price losses. Therefore, there should be a settlement for the shareholders concerned, as it was in the earlier Macroton case law of the BGH. The Stock Exchange Act ( Section 39, Paragraph 2 of the Stock Exchange Act) stipulates that the revocation of admission (delisting) must not contradict investor protection . A prerequisite for delisting is an offer to acquire all securities in accordance with the provisions of the Securities Acquisition and Takeover Act. As a rule, the consideration or severance payment must at least correspond to the weighted average domestic stock exchange price over the last six months. In certain exceptional cases , a company valuation is required. The regulations according to Section 39 Paragraph 2 Clause 3 BörsG also apply to ongoing delisting proceedings that were initiated after the day of the public hearing before the Finance Committee of the German Bundestag on September 7, 2015.
Until September 6, 2015
The Federal Court of Justice (BGH) initially stipulated the admissibility requirements for delisting in its so-called Macrotron decision in 2002 : The delisting application of a stock corporation had to be approved by its general meeting , i.e. by all of the shareholders concerned, with a simple majority. In addition, a public purchase offer from the company itself or the major shareholder to the other shareholders should be required, whereby the adequacy of the compensation offered should be judicially verifiable at the request of shareholders in a so-called appraisal procedure . The BGH based this legal development primarily on the assumption that the tradability of a share is protected by the property guarantee according to Art. 14 of the Basic Law . In contrast to the general opinion, shares can still be traded on the stock exchange after the delisting. The securities trading company Valora Effekten Handel in Ettlingen continues to trade all delisted shares over the counter in order to maintain the tradability of the shareholders concerned.
In 2012, however, the Federal Constitutional Court decided that only the participation in the company mediated by the share, but not its value, was fundamentally protected. Since a withdrawal from the stock exchange does not change the participation as such, the guarantee of ownership is not affected. Nevertheless, the Federal Constitutional Court considered the “Macrotron” case law of the BGH to be a permissible, albeit not mandatory, judicial legal training.
Thereupon, however, in October 2013, the BGH completely abandoned the Macrotron case law with its iS Frosta decision . According to company law, a resolution by the general meeting and a compensation offer are no longer required. The regulation in Section 39 (2) BörsG in the version applicable up to then is sufficient.
According to the changed case law, the board of directors decides on delisting or downlisting , if necessary with the consent of the supervisory board . However, the board of directors can question the general assembly voluntarily.
Examples
- November 30, 2014: Magix AG , ISIN : DE0007220782, June 23, 2015: Renaming to MAGIX GmbH & Co. KGaA, since April 2016 Bellevue Investments GmbH & Co. KGaA
- September 30, 2015: IMW Immobilien SE , ISIN: DE000A0BVWY6
- April 6, 2020: Axel Springer SE , ISIN: DE0005501357
See also
Web links
Individual evidence
- ↑ Boris January Schiemzik: segment change publicly active enterprises . In: Prof. Dr. Dr. Ulrich Immenga (Ed.): Studies on banking and stock exchange law . 1st edition. tape 60 . Nomos, Baden-Baden 2005, ISBN 3-8329-1057-3 .
- ↑ German Bundestag printed matter 18/6220: Draft of a law to implement the Transparency Directive amending directive of September 30, 2015
- ^ BGH, judgment of November 25, 2002 , Az. II ZR 133/01, full text.
- ↑ BVerfG, judgment of July 11, 2002 , Az. 1 BvR 3142/07, full text.
- ^ BGH, decision of October 8, 2013 , Az. II ZB 26/12, full text.
- ↑ MAGIX AG applies for revocation of admission to the open market. EQS Group AG, April 20, 2014, accessed on February 4, 2020 .
- ↑ IMW Immobilien SE: The company decides to delist. EQS Group AG, July 31, 2015, accessed on February 4, 2020 .
- ↑ Delisting of Axel Springer SE shares from the Frankfurt Stock Exchange will take place at the end of April 6, 2020. ABC New Media AG, April 1, 2020, accessed on May 9, 2020 .
