Stock share

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A stock share (also administrative or liquidation share ) is a share that is taken over by a third party (usually a bank) for the account of the issuing company by way of a capital increase, whereby the power of disposal remains with the company. However, the third party is liable for the deposit.

backgrounds

The purpose of stock shares is the option of need-based short-term capital gain through their sale. In the event of a sale, the third party, who usually works on a commission basis, also pays the premium to the company. However, reserve shares can also arise unintentionally if newly issued new shares unexpectedly cannot be placed within the hoped-for price range and are therefore only to be sold later. However, stock shares are mainly created when the subscription rights of existing shareholders are ( partially ) excluded during capital increases or subscription rights issues that only partially restrict subscription rights or are not granted 1: 1 due to a subscription ratio that has not been fully adjusted . The trunk of unused subscription rights (see private placement of unused shares ) can also lead to the build-up of stock shares.

According to current German law, the creation of stock shares violates Section 71 of the German Stock Corporation Act (AktG) , as this involves a hidden acquisition of own shares . For short-term capital gain measures, German stock corporation law provides for the conditional capital increase and the authorized capital . In the past, the handling of stock shares was particularly controversial, since the subscription rights of the existing shareholders were mostly restricted or completely excluded and the company was free to decide at its own discretion how to procure the capital.

In many places, shares issued through conditional capital increases or authorized capital are mistakenly referred to as stock shares. This is already conceptually incorrect, since in both cases the issue of new shares is accompanied by the transfer of ownership to third parties and consequently a stock is never created.

See also

Individual evidence

  1. Feasibility Study (PDF; 2.9 MB; p. 20) PricewaterhouseCoopers
  2. ^ Hans Stahl: Equipment and price development of old and new shares before and after capital increases . Publication by the Institute for Banking and Banking Law at the University of Cologne, Economics Series Volume XX. Fritz Knapp Verlag, Frankfurt am Main 1967, p. 40.