Originally from:
International Securities Law and Regulation - 2nd Edition - Looseleaf
International Securities Law and Regulation - 2nd Edition - Electronic
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Germany
Linklaters Oppenhoff & Rädler
Frankfurt am Main, Germany
Introduction
Regulatory System
The structure of market supervision in Germany is complex because market supervision
is divided among the federal (Bund), state (Bundesländer), and (stock) exchange levels.1
The federal government has passed all relevant securities legislation for which it is competent.
The state governments generally have the duty to enforce and monitor compliance
with federal laws, unless a statute specifically provides otherwise. New legislation is usually
drafted and tabled by the federal administration. As the consent of the Federal Council
(Bundesrat), the Upper House of the German Parliament, is normally required, the state
governments also are involved in the legislation process.
German Capital Markets were reformed by the Fourth Financial Markets Promotion Act
taking effect from 1 July 2002. The Act particularly aims at:
• Strengthening the position of the German stock exchanges and their participants in
European and international competition;
• Ameliorating the business opportunities of investment funds;
• Strengthening the protection of investors; and
• Ameliorating the efficiency of supervision of, inter alia, credit institutions.
Other legislation enacted with substantial impact on German Securities Law includes:
• The Act for the Improvement of the Competitiveness of German Groups on the Capital
Markets and for Simplification of Receiving Shareholder Loans (Gesetz zur Verbesserung
der Wettbewerbsfähigkeit deutscher Konzerne an Kapitalmärkten und zur Erleichterung
der Aufnahme von Gesellschafterdarlehen/Kapitalaufnahmeerleichterungsgesetz —
KapAEG) of 20 April 1998,2 allowing the ultimate parent of a group of companies to
draw up consolidated financial statements and consolidated business reports for the
group in accordance with internationally recognised accounting principles (eg, IAS or
United States–GAAP) rather than with the German accounting standards;
Germany
Introduction
Regulatory System
Legal Sources
Authorities
Legal Order and Regulatory Interests
Admission
Periodic Disclosure
Trading Rules
Immediate Disclosure
Public Take-Over Bids
General
Main Principles
Applicability
Contribution
Linklaters Oppenhoff & Rädler, Frankfurt am Main, Germany
