Protection community of capital investors

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Schutzgemeinschaft der Kapitalanleger e. V.
(SdK)
logo
legal form registered association
founding 1959
Seat Munich , Germany
purpose Rights and interests of minority shareholders
Chair Daniel Bauer
Members 10,000 (as of 2019)
Website www.sdk.org

The Protection Association of Capital Investors ( SdK ) was founded in 1959 as the Protection Association of Small Shareholders. V. founded with the aim of strengthening the rights and interests of minority shareholders. It is the second largest German shareholders' association . In 2004, due to the increased range of activities, the company was renamed to its current name. The SdK specifies the focus of the association's work on the "protection of minority shareholders and commitment to the further development of the share culture and investor protection". According to the statutes, the purpose of the SdK is to defend the interests of shareholders, in particular minority shareholders and other investors, primarily through education and advice, to represent members or vote givers vis-à-vis the legislature, majority shareholders or company management and to protect private property.

organization structure

The three board members , who are responsible for different departments within the work of the association, manage the association together.

speaker

Around 50 honorary spokespersons work for the SdK, representing the interests of investors and free float shareholders at around 500 annual general meetings of listed German stock corporations . There they exercise the right to speak and comment on the annual financial statements and the situation of the company. In accordance with the SdK voting guidelines, the speakers represent the votes of the members and voting rights at the general meetings. One of the tasks of the spokesman is to submit counter-motions in advance in justified cases, to record disputes at the meeting on disputed points or, if necessary, to request special examinations. The qualification for assessing the company situation arises from the knowledge gained in studies and work; Among the speakers of the SdK are, for example, lawyers, economists and business economists, tax consultants, auditors, bankers and industrial clerks.

Members

Members of the SdK can be natural and legal persons, provided that their membership does not run counter to the purpose of the association. This also includes companies, associations of persons, investment clubs, associations, institutions and foundations. The prerequisite for membership is an application for membership, which the SdK board decides on. The association has members, active members, honorary members and sponsoring members. Every member has the right to receive the publications issued by the SdK and to have their shares represented at general meetings in accordance with the guidelines of the SdK.

According to its own statements, the SdK has around 10,000 direct and (via investment clubs) indirect members.

Office and capital city representation

The SdK office is located in Munich. The tasks arising there include the member administration and support, the processing and answering of all incoming inquiries, the coordination and division of the general meeting visits as well as their follow-up, the administration of the transferred voting rights to the general meeting, the event management, the publication of the members magazine "InvestorPlus" (formerly " Shareholder report ") as well as other administrative tasks for the operation of the association's work.

The SdK also has a representation in the capital in Berlin. From this point the political work of the association is driven forward; this includes the committee work and the opinion on draft laws (for example on the capital investor model procedure law ). The representative of the SdK in Berlin is the lawyer Marc Liebscher.

activities

The representatives of the SdK attend around 500 general meetings of stock corporations listed in Germany each year. The association's speakers exercise their right to speak there and represent the voting rights assigned to the SdK. The SdK will also carry out well-founded voting instructions if they comply with the voting guidelines of the protective community. In the run-up to the general meetings that are to be attended, the SdK publishes its planned voting behavior.

One of the main tasks of the SdK is to find the right law in fundamental stock corporation law issues by conducting legal proceedings. In addition, through its membership in relevant commissions and councils, it is sometimes directly involved in the legislative process; In many cases, representatives of the SdK are invited to act as experts on legislative initiatives. The association also goes public with statements on legislative initiatives that are published on the website and discussed in the media. In the event of blatant violations of the interests of the free float, the SdK will initiate actions for rescission or initiation of appraisal proceedings, for example in order to achieve an increase in the compensation amount for the shareholders concerned if the severance payments are too low. The SdK also offers its members support with questions about class actions in the USA.

The SdK or its spokesman are appointed as members of the creditors' committee in the context of insolvency proceedings. Among other things, the SdK represented the interests of around 75,000 small investors in the creditors' committee in the insolvency proceedings over the assets of Prokon Regenerative Energien GmbH . In addition, the SdK offers free voting rights at creditors' meetings.

The SdK conducts investor training through the association's publications and its website, including informing investors about their legal situation, particularly with regard to current legislation, as well as introducing and explaining investment products in the members' magazine “AktionärsReport”, which is published nine times a year appears.

At the beginning of the year, the SdK annually publishes the “Black Book Stock Exchange”, a special edition of the members' magazine with the subtitle “The Dark Side of the Capital Market”. Here, scandals, bankruptcies and problem cases from the past stock market year are highlighted with the aim of sharpening investors' awareness of sources of danger on the capital market. There is a so-called “legal hotline” for members of the association, through which initial legal advice on questions relating to capital investments is offered.

In cooperation with local banks, the SdK holds company presentations throughout Germany, in which investors can get their own picture of German stock corporations. Usually three companies are invited, whose finance or investor relations managers present the company personally in a small setting. This also gives shareholders the opportunity to address company representatives directly with their own questions.

Memberships

Representatives of the SdK have a seat and vote in the following bodies:

successes

MLP

The Schutzgemeinschaft der Kapitalanleger e. V. has been concerned with the transparency of MLP's balance sheets for several years . In 1999, the SdK achieved through an OLG ruling that MLP was obliged to prepare a dependency report and in which it was to be disclosed in which relationship MLP AG and its subsidiaries had to the main shareholder at the time.

At the general meeting in 2002, the lack of transparency in the MLP business was criticized not only by the protection community, but also by numerous other AGM speakers. MLP reacted and put the 2002 balance sheet on a new basis. Various balance sheet items should now be assessed very conservatively, which was accompanied by a significant correction in earnings.

Primacom

At a general meeting in 2004, Primacom AG was supposed to be broken up, JP Morgan Chase and the American fund Apollo Management wanted to take over the business operations and buy it out of the AG. The organs of the time presented the company's shareholders with the decision to break up or go bankrupt. In the event of bankruptcy, the shareholders would not have been able to realize any residual value of their shares. In the event of a break-up, the shareholders should receive an estimated residual value of EUR 0.25 per share for their shares. Thanks to the mobilization of numerous free shareholders by the Schutzgemeinschaft der Kapitalanleger e. V. was able to set the course for a possible new future of the company. The sales plans and the liquidation of the company were rejected and the majority of the general meeting withdrew their confidence in the then management board in a motion made specifically for this purpose. Markus Straub for the protection association of capital investors and Wolfgang Preuss, the founder of the company with a share of almost 15% at the time, were elected to the supervisory board. After the general meeting, Harald Petersen was also appointed to the supervisory board by the protection association of capital investors.

In its first meeting a few days after the general meeting of 2004, the new supervisory board dismissed the then executive board with immediate effect and appointed new board members to implement the withdrawal of confidence by the meeting. In the following months, they saw no need to file for bankruptcy and were able to waive a significant three-digit million amount with the creditors. This was tantamount to reorganizing society.

Three years later, in autumn 2007, Omega I S.à rl submitted a takeover offer to Primacom shareholders for EUR 10 per share.

Mannheimer

At the general meeting of the Mannheimer Holding on February 27, 2004, among other things, a capital increase of 53 million euros, necessary for the restructuring, was resolved. However, this should be done with the exclusion of subscription rights of all other shareholders and subscribed exclusively by the major shareholder Uniqa Versicherungen AG, Vienna, with a share of almost 20%. The exclusion of subscription rights was expressly made a condition for the capital injection by Uniqa. She announced her intention to take over management of Mannheimer and to hold at least 75% of the future share capital. In the opinion of the Schutzgemeinschaft der Kapitalanleger e. V., however, there was neither a justification nor the need for the total exclusion of subscription rights, since the entrepreneurial management can already be achieved with a simple majority and the money paid in by free shareholders can fulfill the same function as Uniqa money. The protection association also criticized setting the issue price for the new shares at just 1.50 euros, especially since the major shareholder should benefit from this due to the exclusion of subscription rights. As a result, the SdK had (among other things) filed a lawsuit against the exclusion of subscription rights in the planned capital increase of Mannheimer Holding. The contestation procedure could be ended by a settlement that the shareholders who were entered in the share register of Mannheimer AG on the day of the general meeting on February 27, 2004, and at the AGM voted against the corresponding AGM resolution either with “NO” or the Have abstained, granted a subscription right to the capital increase at the subscription price of 1.50 euros.

Award proceedings

The Schutzgemeinschaft der Kapitalanleger e. V. conducts numerous legal disputes in the interests of its members at its own risk and expense. B. Shareholders are not offered a fair price for compensation or exchange offers. Affected shareholders automatically benefit from the arbitration proceedings initiated by the protective association if they are successfully concluded. Through this commitment, the Schutzgemeinschaft der Kapitalanleger e. V. annual added value in the two to three-digit million range for shareholders.

Representing creditors in insolvency proceedings

The SdK was able to achieve various successes for investors in numerous insolvency proceedings. On the initiative of the SdK z. B. in the insolvency proceedings of Golden Gate GmbH, a bondholders' meeting was called at which the subordination of the interest claim was agreed. This saved capital gains tax and the solidarity surcharge on the interest component of the subsequent down payment of EUR 7.0 million (approx. 21% of the nominal value) for investors. In the Prokon Regenerative Energies GmbH insolvency proceedings, the SdK made a decisive contribution to the fact that investors were able to convert their participation rights into equity of the restructured company and acquire new bonds as part of the continuation of the company. The company's interest payments have so far been made regularly, so that the loss to investors due to the restructuring was very limited. In the Deikon GmbH procedure, the interest rate on the outstanding bonds should be reduced retrospectively. In addition, the company demanded an unreasonable waiver of claims of 60% on the nominal value of the claims. The SdK rejected this proposal, whereupon the company had to file for bankruptcy. In the course of the insolvency proceedings, the bondholders finally received repayments well over 40% of the original nominal amount and were thus considerably better off thanks to the commitment of the SdK.

Criticism and litigation

In recent years, the SdK has come under fire for the negative price development of individual companies. She was charged with putting the personal well-being of some of her employees at the center of her activities instead of representing the interests of private investors. The SdK points out that investor protection associations operate in a difficult area of ​​tension in their work and that companies' price losses correlate with grievances to which the SdK points out. In the opinion of the SdK, criticism in the media often confuses the SdK and private engagements of voluntary SdK representatives with one another.

In January 2012, a trial of insider trading began before the Munich district court . A number of stock exchange traders and financial journalists were accused, including the former SdK deputy chief Markus Straub and the former spokesman for the protection association Christoph Öfele, as well as the editor of stock market letters and financial investor Tobias Bosler, who is closely associated with them. They are said to have made profits in the tens of millions through insider trading and price manipulation by small companies. In the course of 2012 there were several convictions with imprisonment and fines, also for Straub, Bosler and Öfele. Solar Millennium, MLP and Thielert are significant or, due to insolvency, formerly significant stock corporations, with whose past negative price developments the SdK was associated.

Thielert AG

In the case of Thielert AG , the SdK had warned the public in autumn 2006 and in the 2006 Black Book about manipulation of the balance sheet and a possible total loss of Thielert shares. The price then collapsed briefly, but initially recovered quickly. In the meantime, the Thielert AG balance sheets for the years 2003–2005 have been judged to be incorrect and void in the first instance. On July 1, 2008, insolvency proceedings were opened against the assets of Thielert AG. In April 2009 the share was quoted at around 31 cents. The then SdK board member Markus Straub was accused of having built up short positions in the share after the SdK's allegations against Thielert were published.

The SdK's allegations later turned out to be essentially correct. In 2016, Frank Thielert was sentenced to four years in prison by the Hamburg Regional Court for commercial and gang fraud and forgery of documents. It was found that the founder of the aircraft engine manufacturer presented the company's situation more positively than it was by making bogus bookings and pretended to have the company's creditworthiness to several banks when negotiating a EUR 24.3 million loan. The Federal Court of Justice partially overturned the judgment on the appeal of the defense. Only the conviction for forgery of documents is valid, while the case is being reopened with regard to the allegations of commercial and gang fraud.

MLP AG

With regard to MLP AG , the SdK was accused of having connections to the investor magazine Börse Online in 2002 after Börse Online reported in May 2002 on alleged manipulation of the balance sheet at MLP. The SdK commented in detail on the allegations and rejected the accusation that it had given information exclusively to a magazine.

Wirecard

In 2008, the SdK came under fire in the Wirecard case . During the general meeting on June 24, 2008, the SdK, like a representative of another shareholders' association, publicly put critical questions about business activities and accounting to the responsible bodies. The questions arose from the company's annual financial statements, which are accessible to everyone . At the Annual General Meeting, more than 20 million votes voted against proposals by the administration. When Wirecard's share price began to fall two days after the Annual General Meeting, the SdK was sharply attacked by Wirecard. Wirecard suspected the SdK of being instrumentalized by short-selling attacks by several hedge funds to fuel rumors. Markus Straub, at that time still a member of the board of the SdK, took up a position in Wirecard shares in mid-May 2008, which benefited from falling prices. In July 2008, in connection with these allegations, Straub announced his resignation as deputy chairman of the SdK in order to keep the SdK away from harm.

SdK has against the discharge decisions of the Annual General Meeting 2008 legal challenge raised, as well as an action for annulment of the financial statements 2007. In the judgment of the District Court in Munich discharge decisions were annulled. In return, Wirecard filed a lawsuit against SdK for payment of damages amounting to millions; The action was dismissed in 2013 by the Munich I Regional Court. In September 2010, preliminary proceedings were launched against four active and former functionaries of the SdK, including the chairman of the board, Klaus Schneider, and his former deputy, Markus Straub. You have been charged with price manipulation in connection with the financial services provider Wirecard. Straub and the former SdK functionary Tobias Bosler were then taken into custody. In January 2012 the trial of Straub, Öfele and Bosler began before the Munich District Court I. Straub was sentenced to two years and three months, Bosler to three years in prison.

Web links

Individual evidence

  1. ^ Since 1959 in the service of the investors »SdK. Retrieved February 25, 2020 .
  2. ^ Statutes of the SdK ( Memento from May 26, 2009 in the Internet Archive )
  3. ^ Speaker »SdK. Retrieved on July 19, 2018 (German).
  4. a b Voting guidelines ( Memento from March 5, 2011 in the Internet Archive )
  5. lecture Lower Saxony share club. Retrieved July 19, 2018 .
  6. Contact details of the SdK ( Memento from July 14, 2009 in the Internet Archive )
  7. a b The Association ( Memento from January 30, 2008 in the Internet Archive )
  8. ↑ Representing the creditors of the SdK. Retrieved July 20, 2018 .
  9. Services for SdK members ( Memento from May 26, 2009 in the Internet Archive )
  10. press release of the shareholder associations Schutzgemeinschaft der Kleinteileäre e. V. (SdK), Association for the Promotion of Shareholder Democracy e. V. (VFA), and shareholders e. V. ( Memento from September 15, 2012 in the web archive archive.today )
  11. ( Page no longer available , search in web archives: MLP AG press release of February 12, 2003 )@1@ 2Template: Toter Link / www.mlp-ag.de
  12. Primacom: SdK announces massive resistance - PM of May 14, 2004 ( Memento of September 12, 2012 in the web archive archive.today )
  13. http://www.sdk.org/pressemitteilung.php?action=detail&pmID=284 ( Memento from September 12, 2012 in the web archive archive.today )
  14. ( Page no longer available , search in web archives: BAFin: Offer )@1@ 2Template: Toter Link / www.bafin.de
  15. http://www.sdk.org/pressemitteilung.php?action=detail&pmID=294 ( Memento from September 12, 2012 in the web archive archive.today )
  16. http://www.sdk.org/pressemitteilung.php?action=detail&pmID=530 ( Memento from April 15, 2013 in the web archive archive.today )
  17. Newsletter on the Golden Gate GmbH insolvency proceedings. Retrieved July 20, 2018 .
  18. Newsletter on the Prokon Regenerative Energies GmbH process. Retrieved July 20, 2018 .
  19. Press release from Prokon. Retrieved July 20, 2018 .
  20. ( page no longer available , search in web archives: statement of the SdK )@1@ 2Template: Dead Link / www.sdk.org
  21. focus.de-manipulated-share-prices accessed on January 13, 2012
  22. ^ Case SdK: Ex-shareholder protectors back at large . In: Der Spiegel . March 12, 2012. Retrieved December 15, 2015.
  23. SdK affair: The judgments are of little help to investors . In: Wirtschaftswoche . March 20, 2012. Retrieved December 15, 2015.
  24. ^ Insider trading - market manipulation on a grand scale . In: Wirtschaftswoche . January 18, 2012. Retrieved December 1, 2015.
  25. Shareholder protectors on the wrong track - manager magazin 10/2002
  26. Press releases of the SdK ( Memento from April 15, 2013 in the web archive archive.today )
  27. Thielert Complex not: imprisonment for company founder, compared with BDO in civil proceedings. Retrieved July 20, 2018 .
  28. ^ Thielert complex: Langrock overturns the regional court's fraud judgment before the BGH. Retrieved July 20, 2018 .
  29. ( Page no longer available , search in web archives: SdK defends itself against allegations by the MLP ) - Press release of June 24, 2002@1@ 2Template: Dead Link / www.sdk.org
  30. [1]
  31. [2]
  32.  ( page no longer available , search in web archives )@1@ 2Template: Dead Link / ir.wirecard.com
  33. http://www.sdk.org/pressemitteilung.php?action=detail&pmID=484 ( Memento from September 14, 2012 in the web archive archive.today )
  34. ^ Judgment of the LG Munich I - 5 HK O 12398/08. Retrieved July 20, 2018 .
  35. ^ Judgment LG Munich I 34 O 29753/11. Retrieved July 20, 2018 .
  36. Shareholder protection as a stock market gamer? In: sueddeutsche.de. September 28, 2010, accessed July 1, 2018 .
  37. GoMoPa: Stock market manipulation process was only the prelude from April 24, 2012