Shareholder

The shareholders, as shareholders or new German shareholder, is the owner of the work incorporated in the equity component of the capital stock of a corporation and therefore a membership involved in it. The position as a shareholder can be achieved through the establishment of a corporation ( of original purchase ) or by purchase on the secondary market or through inheritance ( derivative acquisition ). Shareholders can be natural and legal persons.

Rights and obligations of the shareholder

General membership rights

The membership rights of a shareholder are in administrative rights ( right to rule ) and property rights divided. Among the management rights

• The right to attend the General Meeting,
• The right to information ( § 131 AktG) and
• The right of appeal against such general meeting ( § 243 AktG).

In contrast, the property rights are subsumed under the term

• The entitlement to the share of the net profits (so-called dividend, § 58 paragraph 4, § 60 AktG ),
• The right to participation in a rights issue (§ 186 Section 1, § 211 AktG),
• The repayment claim for a capital reduction ( § 225 para 2 AktG),
• The right to participate in the liquidation proceeds ( § 271 AktG) and
• Different compensation, exchange and compensation claims in the conversion and the group law (including § 304, § 305, § 320 AktG, § 15, § 29 Reorganization Act ).

Rights of action

The German stock corporation law is characterized by the peculiarity that the shareholder does have the option to apply for rescission or annulment of decisions of the general meeting, he basically but has no power and claims for damages against his fellow shareholders and the members of the Management Board and Supervisory Board. This restrictive attitude towards action shareholder rights is based firstly on the idea that shareholders and board members are in right relationship with the company. Shareholders are not individually of their rights, but at the general meeting to exercise (cf. § 118 para 1 AktG). In addition, the decisiveness and accountability of the Executive Board and Supervisory Board members should not be jeopardized by too little liability to the shareholders. Are in the law - apart from rescission and annulment - only a few rights of action have been installed for shareholders:

• § 304, § 305 AktG: claims between shareholders in the existence of a domination and profit
• § 117 paragraph 1 sentence 2, paragraph 2, AktG: claims of shareholders for willful use of the influence on society
• § 310 i.V.m. § 309 § 4 of the AktG: asserted by a shareholder claim of the company against members of the administration with the presence of a control agreement
• § 318 i.V.m. § 317 paragraph 1 sentence 2 AktG: claims of shareholders when factual Konzernierung
• § 323 para 1 AktG: asserted by a shareholder claim of the company against members of the administration at an inclusion

Apart from these individual claims for injunctive relief and removal actions may be brought by a shareholder only in exceptional cases, namely when the company bodies affect the membership rights of the shareholder on the covered law or statutes achieve that objective. Commitment proceedings which have the aim of forcing the Board or Supervisory Board on certain decisions or actions that are fundamentally inadmissible because it would impair the independence of the governing bodies. Damages against wrongful acting members of governing bodies of the Company reserved. The Board asserts claims for damages against board members argued that the Board claims for damages against the Board. In addition, the shareholders under the strict conditions of § 147 AktG have the option of an Klageerzwingungsverfahren.

Loyalty

The duty of loyalty generally refers to the consideration and loyalty obligations of the participants in a company. Vertical fiduciary duties, ie those between the Company and the individual shareholders are recognized by the Court for a long time. In contrast, the existence of horizontal fiduciary duties was, ie Fiduciary duties between shareholders, late in the affirmative. In the 1975 decision precipitated " Audi / NSU " this from the Bundesgerichtshof ( BGH) were still denied on the ground, but the common belonging to a joint stock company is founded on its own no mutual legal relationship from which a liability could be inferred. A turning point occurred in 1988 with the " Linotype " decision, in which at least a fiduciary duty of the majority shareholder has been recognized to the minority shareholders. Fully recognized are horizontal fiduciary duties since the " Girmes " decision of 1995 in which the Supreme Court also imposed on the minority shareholder loyalty bonds against the majority.

Annual General Meeting

The shareholders exercise their rights in the affairs of the Company at the Annual Meeting of principle ( § 118 para 1 AktG). At the AGM each ordinary share ( in contrast to the preference share ) a right to vote. The Annual General Meeting (CH: General ) selected by the Supervisory Board (CH: Board of Directors ), a monitoring and advisory body which appoints the members of the Board. The Board shall also submit the annual general meeting ( without a corresponding vote) the annual financial statements, the management report and the report of the Supervisory Board. Among the powers of the general meeting to grant the Executive Board and Supervisory Board by resolution of the discharge part. More to comprehensive annual shareholders' resolutions are voting for profit appropriation proposal of the Management Board and Supervisory Board and the election or re-election of the auditor of the Company.

Dividend

If a company had become profitable, the shareholders, a dividend is distributed. The profit share of the shareholder is thereby determined by the size of his share in the share capital of the Company.

The basis for calculating the dividend payable sum is usually the earned in a fiscal year profit, but also the need for liquidity in the subsequent period due to the company's strategic planning is considered. Instead of a dividend, the profit can also be used for self- financing of the company's further growth. Then increases the company value that shareholders benefit from a capital gain from increase in share price.

The rights and concerns of the shareholders at the Annual General Meeting can also through a representative - a person of their own choice, a custodian or a shareholders' association - must be made at the meeting.

Types of shareholders

According to the Companies Act, all holders of shares of one class must be treated equally. However, shareholders can be distinguished by the size of their share of the capital stock as well as to the purpose of its share acquisition:

Under the main shareholder means the shareholder which holds the largest block of shares in a corporation. A major shareholder with over 50 % share of the common stock may largely control the company, he is the majority shareholder.

A major shareholder is a shareholder who is able to exercise a significant influence over the company due to a relatively large shareholdings.

A small shareholder is a shareholder who has only a relatively small share of the company and, despite a nominally equal rights as opposed to the major shareholder has little influence on the company. The merger in shareholders' associations counters this disadvantage. During the stock market boom of the late 1990s, the number of small shareholders worldwide fell rapidly to, and then go back again during the subsequent bear market (see shareholder ratio ).

An employee-shareholder is holding a worker who shares in the company employing him.

Situation in Germany

In the Federal Republic of Germany has been tried several times in the privatization of state-owned enterprises to increase the circulation of shares in the population (eg Preussag, Veba, Volkswagen, German Telekom and German Post) (see people share). The privatization of Telekom from 1996 in this regard was initially relatively successful, this coincided with the rise of the New Economy. During this period, however, were false expectations among small shareholders, which was concerned the safety of their capital investment in equities. After the collapse of the New Economy and the crash of the stock prices, many IPOs have withdrawn.

The number of direct shareholders has declined drastically in the last ten years, according to German Share Institute ( DAI). Had in 2000 to around 6.2 million German stocks, there were in the second half of 2010, only 3.4 million.