Log in or register
Share on LinkedInShare on LinkedIn

ARTICLE · 22 OCTOBER 2015

Implementation Of Revised "Transparency Directive", Including New Regulations For A "Delisting Compensation"

A&O Shearman
A&O Shearman
Contributor

A&O Shearman

Introducing A&O Shearman Unparalleled global depth for a changing world. Today more than ever,...

View firm profile
Explore more from A&O Shearman

Through the Draft Act, the German legislator also seeks to amend the scope of financial reporting for listed companies and major shareholding reporting requirements.

GermanyCorporate/Commercial Law
A&O Shearman
A&O Shearman
Author LinkedIn connections

In a draft dated 30 September 2015 of the German Implementation Act (Umsetzungsgesetz) ("Draft Act") implementing the revised Transparency Directive which will need to become effective 27 November 2015 at the latest, the German legislator seeks to regulate compensation of outstanding shareholders in case of a delisting.

Currently, other than a voluntary purchase offer as set forth in German stock exchange premium segments' terms and conditions, neither German law nor its interpretation by the highest courts requires a mandatory offer and compensation to shareholders in case of a delisting. The Draft Act requires such a public purchase offer and compensation as a prerequisite for a delisting unless the issuer's shares are on-traded post delisting on another domestic stock exchange or European Economic Area ("EEA") stock exchange where comparable delisting requirements apply. No conditions may be attached to the public purchase offer and it has to comprise a cash

We operate a free-to-view policy, asking only that you register in order to read all of our content. Please login or register to view the rest of this article.

Register for freeORLog in

Related Articles

Legal Intelligence Newsletters: sign up for the latest legal and regulatory news on your chosen topics

Read more about

Related Comparative Guides

See more popular content from

Article

PPWR In Practice: What The New FAQ Clarifies

The European Union's Packaging and Packaging Waste Regulation (PPWR) became applicable across all Member States in August 2026, introducing new compliance obligations for manufacturers, importers, and distributors. The European Commission's updated FAQ provides crucial guidance on role classification, conformity requirements, and enforcement approaches, yet significant questions remain regarding operational implementation and the allocation of responsibilities throughout the value chain.
GermanyCorporate/Commercial Law
PwC Legal Germany
PwC Legal Germany
Article

Wenn Der Gesellschafter Zum Prozessfinanzierer Wird: Der BGH Zieht Die Grenzen Der Treuepflicht Neu

Der Bundesgerichtshof hat sich mit der Reichweite der gesellschafterlichen Treuepflicht bei Prozessfinanzierungsvereinbarungen zwischen einer GmbH und einem nahestehenden Gesellschafter befasst. Zugleich wurden grundlegende Anforderungen an die ordnungsgemäße Einberufung von Gesellschafterversammlungen und die Grenzen der Vertretungsmacht nach § 37 Abs. 2 GmbHG bei gesellschafterbeherrschten Vertragspartnern geklärt.
GermanyCorporate/Commercial Law
PwC Legal Germany
PwC Legal Germany
Article

IT Security Is Now A Top Priority: Directors’ Personal Responsibility For Cyber Risks

Modern corporate management faces unprecedented cybersecurity threats, with German legislators responding through the NIS 2 Implementation Act and reformed Federal Office for Information Security Act, drastically tightening IT risk management requirements. Board members and managing directors now bear heightened personal responsibility for cybersecurity measures, raising critical questions about organizational obligations, liability exposure, and proper delegation of IT security tasks.
GermanyCorporate/Commercial Law
PwC Legal Germany
PwC Legal Germany
Article

Konzernrecht – Das Konzerninteresse und seine Legitimation im Vertrags- und im faktischen Konzern

German corporate law faces a fundamental challenge in balancing the economic interests of a corporate group with the legal principle that each subsidiary remains an independent legal entity. This article examines how the concept of 'group interest' (Konzerninteresse) operates within different corporate structures, exploring the tension between centralized group management and the protection of dependent companies, minority shareholders, and creditors.
GermanyCorporate/Commercial Law
PwC Legal Germany
PwC Legal Germany
Article

Amendments To The Act On The Protection Of Personal Information Promulgated

Japan has enacted sweeping amendments to its Act on the Protection of Personal Information, introducing an administrative surcharge regime with monetary penalties for data protection violations, new protections for children under 16 and biometric data, and expanded exceptions for data utilization in statistical analysis and AI development. The reforms, which take effect in stages through 2028, fundamentally reshape Japan's privacy enforcement landscape by granting the Personal Information Protection Commiss
JapanPrivacy
A&O Shearman
A&O Shearman
Article

SEC Issues “Innovation Exemption” To Facilitate Trading Of Tokenized NMS Stock

The SEC has issued a groundbreaking Innovation Exemption allowing tokenized securities venues to facilitate trading of tokenized NMS stocks using automated market makers and liquidity pools. This temporary five-year exemption from exchange and dealer registration requirements establishes conditions for permissioned blockchain-based trading while granting public companies a 30-day window to object to third-party tokenization of their securities.
United StatesFinance and Banking
A&O Shearman
A&O Shearman
Article

The EU’s Proposed Industrial Accelerator Act: What The Battery Industry Needs To Know—and Do

The European Commission's Industrial Accelerator Act proposes to reshape battery supply chains by conditioning access to EU public procurement and support schemes on strict origin requirements. As China controls over 80% of global battery manufacturing capacity, the legislation introduces escalating component-count thresholds that could fundamentally alter market access, financing structures, and supplier eligibility across the battery value chain.
GlobalGovernment, Public Sector
A&O Shearman
A&O Shearman
Article

EU Packaging And Packaging Waste Regulation—what International Corporate Groups Should Know

The European Union's new Regulation on packaging and packaging waste has fundamentally transformed compliance requirements for companies placing packaged goods on the EU market, replacing decades-old directive-based frameworks with directly applicable product-law rules. While promising regulatory harmonization across member states, the reality presents a complex dual-compliance landscape where businesses must navigate both EU-wide packaging standards and diverging national implementation approaches.
European UnionEnvironment
A&O Shearman
A&O Shearman
Article

How Spain’s Draft Data Center Rules Could Transform Digital Infrastructure Investment

Spain's draft Royal Decree introduces stringent energy sustainability, environmental, resilience and digital sovereignty requirements for data centers, including renewable additionality, hourly correlation, and efficiency standards. The regulation applies to all access and connection permits obtained after entry into force, with specific compliance deadlines for projects in progress and those with granted permits not yet connected to the grid.
SpainEnergy and Natural Resources
A&O Shearman
A&O Shearman
Article

SEC Proposes Regulation Crypto Assets: Tailored Pathways For Covered Investment Contracts

The U.S. Securities and Exchange Commission has proposed Regulation Crypto Assets, introducing two tailored exemptions from Securities Act registration requirements for certain offerings of covered investment contracts involving crypto assets. The proposal establishes a startup exemption allowing up to $5 million in offerings over four years and a two-tier fundraising exemption permitting offerings up to $75 million...
United StatesFinance and Banking
A&O Shearman
A&O Shearman
Article

California Passes Suite Of Bills Advancing Child Online-safety Push

California has enacted a comprehensive package of four bills that fundamentally reshape online safety protections for minors, targeting addictive design features, data privacy practices, age verification systems, and platform liability. These new laws establish strict requirements for social media companies, including mandatory stripped-down interfaces for users under 16, enhanced privacy defaults, and potential damages up to $1 million for negligent harm to children. The legislation represents one of the m
United StatesMedia, Telecoms, IT, Entertainment
A&O Shearman
A&O Shearman
Article

Court Of Chancery Imposes Sanctions For Spoliation Of Signal Messages

The Delaware Court of Chancery imposed significant sanctions in a merger litigation case after finding that the company's controlling stockholder and senior officers recklessly destroyed Signal messages following legal hold notices. The court shifted the burden of proof by presuming certain facts favorable to plaintiffs, requiring defendants to rebut these presumptions with clear and convincing evidence rather than a preponderance standard.
United StatesLitigation, Mediation & Arbitration
A&O Shearman
A&O Shearman