Emission (economy)

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Emission (or in the banking and investment banking ) is the issue of securities or other financial instruments and their initial placement in an organized money or capital market ( stock market or private placement ). The issuance of money as legal tender by the central bank is also called emission.


Companies can also obtain financing for their investments by issuing securities. On the one hand, they can issue shares to increase their equity ; on the other hand, they can issue bonds to increase their debt capital . However, the issuance of these securities requires the companies to be able to issue them. The issuability of a company manifests itself in the fulfillment of stock exchange regulations (in particular minimum issue volume) and creditworthiness requirements of investors (in particular a minimum rating , English investment grade ), which both the issuing company and its issued financial instruments or financial products must meet.

Issues take place on the primary market , while issues that are already in circulation are traded on the secondary market.

Purpose and subject

For the issuing companies ( issuers ), the issue is used to acquire or increase equity or debt capital as well as to increase market capitalization . When raising equity, shares are issued (see also IPO , capital increase ); Debt capital is raised through the issue of bonds . Shares and bonds are on the capital market trading, profit participation certificates and convertible bonds and other mezzanine capital as an intermediate form between equity and debt are also commercial property in the capital market. Commercial papers or medium-term notes as short to medium-term credit securitization are objects of trade in the money market .

Type of issue

Security issues can be differentiated according to their frequency and the interest that an issuer is pursuing. There are also public and non-public issues.

According to the frequency

If an issuer places its securities for the first time, it is a new issue ; issuers with a permanent presence on the money and capital markets are accordingly called permanent issuers . New issues - even if an issuer appears on the capital market for the first time in many years - are subject to special attention from all market participants, especially from banks , investors and the media. The IPO belongs in this context to the new issues. The regular issuers include in particular credit institutions that permanently need outside capital to finance their lending business.

According to the issue interest

In the self-emission ( own issues ) the issuer placed its own securities in its own name and for its own account. He is the direct counterparty of the investing public and as a result has to assume the sales risk himself, whereby the complete technical handling is to be organized by him. This is why self-issues mostly occur at credit institutions. For legal reasons, other companies can only act as self-issuers if the issue takes place outside the stock exchange.

In the case of third-party issues, the issuer makes use of one or more credit institutions that act as an issuing consortium and carry out the securities issue for the issuer. The members of a consortium have the expertise and sales organization necessary for the securities issue. In addition, the technical processing is taken over by the consortium, which - in the case of a takeover consortium - also bears the sales risk.

Public and non-public issuance

The issuers need the support of at least one credit institute for the IPO, because § 32 Para. 2 BörsG requires the cooperation of credit institutes when admitting securities. This hurdle can only be avoided in the case of self-issues by way of private placement . In the case of securities issues in the context of private placements, the offer is only addressed directly to a few investors and is not published - for example in the context of an issue prospectus. This form of over-the-counter marketing usually takes place without any public participation.

Legal issues

The issue of securities is regulated by law in some areas. As the requirement for credit institutions to participate in the listing of securities on the stock exchange shows, the legislature has a legal interest in protecting creditors and shareholders as far as possible and in ensuring orderly stock exchange trading .


The prerequisite for stock exchange trading is the admission of the securities by the admission office, whereby the issuer must apply for admission together with a credit institution (Section 32 (2) BörsG), unless the applicant is a credit institution himself. In both cases, the credit institution must be admitted to a domestic stock exchange with the right to participate in trading. The main basis for admission is an admission prospectus based on the Securities Prospectus Act. The prospectus must also be signed by the accompanying credit institution.

Reporting obligation

The issuer admitted to stock exchange trading has to fulfill certain obligations according to §§ 44, 44a, 44b, 44c BörsG, in particular

  • to name a paying and depository at the stock exchange,
  • to publish new facts immediately that could lead to a change in the price of shares and impairment of debt servicing in the case of bonds,
  • to ensure regular interim reports in the current financial year.

Underwriting consortia

The underwriting syndicate lead within the agency§ 675 et seq. BGB for an issuer issuing securities (especially shares or bonds) IPO ) by, placing them in the capital market places or holds in its own portfolio. The consortium advises and supports the issuer in the various phases of the issue. The first phase is the needs assessment, which is followed by the preparation of the prospectus. Thereafter, the admission procedure for the securities to be issued is carried out in cooperation with the relevant stock exchange, supervisory and settlement agencies. In Germany, these are in particular Deutsche Börse , BaFin and Clearstream . If the consortium and the issuer submit the application for admission to the stock exchange, it assumes full prospectus liability ; in the internal relationship with the issuer, a claim for indemnification from liability as the initiator of the prospectus is then regularly agreed. After approval, the placement finally follows, for which the issuing consortium can use the stock exchange, private placement (direct sales via the branches of the consortium banks) or transfer to its own portfolio as distribution channels.

Underwriting consortia (securities) are issuing consortiums in accordance with section 1 (1) sentence 2 no. 4 KWG if only a finance commission business is assumed. Then the placement risk is still (the issuer English "best effort" ). With underwriting, on the other hand, the lead manager undertakes to take over the entire issue amount (hence also: takeover consortium), with the lead manager and / or the consortia taking the risk of having to place or take over the entire issue alone in the worst case. In the case of share issues, the takeover consortium is the only option so that the planned capital increase comes about and can be entered in the commercial register. For regulatory purposes, underwriting is considered an issuing business in accordance with Section 1 (1) Sentence 2 No. 10 KWG.


For a long time, the issuance of bearer and order bonds was subject to legal approval by the Federal Minister of Economics (§§ 795, 808a BGB). These provisions were repealed in December 1990 in order to liberalize the capital market. Since then, the issuance of bonds has not been subject to any restrictions under public law; in particular, there is no longer any public-law approval proviso that can serve as the legal basis for subsequent interventions and changes to the terms and conditions of issued bonds.


Depending on the method of pricing, there are basically three different methods according to which the pricing and subscription of the securities to be issued takes place: the bookbuilding method , the fixed price method and the auction method .

While the fixed price method in its original meaning is almost no longer relevant in the equity business today, most issues now take place through bookbuilding . It should be noted that when the banks assume risk in the context of the syndicated business , a two-stage transaction structure usually arises, in which the securities are first sold to a bank, for example, via an auction process, but this bank then sells the securities, often very quickly Time to sell on to third-party investors through (accelerated) bookbuilding. Even with the subscription rights issue , which is similar to the fixed price procedure , in which the subscription rights are offered to the existing shareholders at a fixed subscription price , the shares not subscribed are often placed in a second step after the subscription period through an accelerated bookbuilding process.

If, during bookbuilding, the demand for the securities is higher than the supply, it is an oversubscription . An additional supply (reserve) of securities that can be allocated in the event of particularly high demand is called a greenshoe . If the issue price of a security to the nominal value , it is called an over Pari emission , it is lower by a sub Pari emission . The difference between the issue price and the nominal value is called the premium or discount .

U.S. placement / Rule 144A

Issues must be registered in the United States with the Securities and Exchange Commission (SEC). However, the US Securities Act of 1933 allows for exceptions. In particular, rules 505 and 506 allow the sale of unregistered securities to accredited investors , which according to Rule 501 Regulation D include in particular credit institutions, insurance companies or registered investment companies. This is a non-public private placement .

Rule 144A enables US and international issuers organized under private law to place securities that are not registered with the SEC via a broker-dealer if the buyers are qualified institutional investors = QIBs (so-called "Rule 144A securities"). These QIBs are allowed to resell such unregistered securities in the area of ​​QIBs based in the United States of America . The NASDAQ Portal Market is the trading platform for “Rule 144A securities”.


In Switzerland, the issue tax exists as a tax on new issues of participation rights by domestic companies. The issue tax has not been levied on bonds since 2012.

See also

Individual evidence

  1. ^ Claus-Wilhelm Canaris: Bank Contract Law, Part 1 . DE GRUYTER, Berlin, Boston 1995, ISBN 978-3-11-089204-8 , doi : 10.1515 / 9783110892048 .
  2. Jürgen Ellenberger : Prospectus liability in securities trading (= series of publications of the banking law association. 17). de Gruyter, Berlin et al. 2001, ISBN 3-11-017095-7 , p. 26, (At the same time: Marburg, University, dissertation, 2000: prospectus liability in connection with the trading of securities. ).
  3. ^ Francesco De Meo: Consortia of banks. An investigation into the internal and external law of emission, credit and restructuring consortia as well as their liability for the actions of consortium representatives. Beck, Munich 1994, ISBN 3-406-38542-7 , p. 151 f., (Also: Tübingen, Universität, Dissertation, 1994).
  4. German Bundestag Printed Matter 13/9347 of 4 December 1997
  5. Rule 144A - Private Resales of Securities to Institutions ( Memento of the original from April 15, 2008 in the Internet Archive ) Info: The archive link was inserted automatically and has not yet been checked. Please check the original and archive link according to the instructions and then remove this notice. @1@ 2Template: Webachiv / IABot / www.law.uc.edu