Corporate action
Corporate Action (English: Corporate Action ) called for a public company a measure that relates to the equity and voting rights of shareholders. It is usually proposed by the company's governing body (board of directors, board of directors) and authorized by shareholders at a general meeting . This is either a change in the share capital, a change in the share and voting rights structure or another process that affects the shareholders' equity. If new shares are issued, the rights of existing shareholders with regard to profit sharing and co-determination may not be restricted ( protection against dilution ) according to German company law .
Increasing debt by issuing a bond is not referred to as a corporate action. It does change the capital structure of a society; However, the amount of the share capital is not changed by such an increase in debt.
Corporate actions
The following capital measures change the share capital of a stock corporation in terms of its amount:
- Capital increase , for example cash capital increase, capital increase in kind, capital increase from company funds; see also bonus share, stock dividend and so on
- Capital reduction , and capital write- called
- Share swap , for example in the context of spin-offs or a merger , provided it is associated with a capital increase
The amount of the share capital remains unchanged for the following capital measures :
- Share split (also par value reduction )
- Consolidation of shares (also increase in par value )
- Re-placement (English: Block trades ) of shares
The following measures lead to conditional capital increases:
- Issue of convertible bonds
- Issue of warrants
Further corporate actions
The following processes are not corporate actions in German usage, but are in practice assigned to the corresponding English term corporate actions :
- Payouts ( dividends )
- Bid (Tender Offer)
- Delisting
- Repurchase offer
- Exclusion of minority shareholders
- Issuance of profit participation certificates
- Name change
In addition, in English usage, measures that affect outside capital (e.g. issuing promissory notes) are also included in the term.
Bank processing (securities management)
The securities resulting from corporate actions are usually not physically delivered, but booked in the relevant securities accounts with the custodian banks . The securities ( securities ) must be changed and their portfolio and value management in the securities accounts adjusted by means of transfer postings .
A capital reduction, for example, leads to the repayment of the difference in nominal value. A share split changes the nominal value per share and leads to a value-neutral quantity split of the corresponding shares in all portfolios that hold this share.
These postings in terms of quantity and value in the securities accounting are carried out in the bank by an organizational unit known as securities management , often also custody or corporate actions .
