Corporate action

Capital measure (English: Corporate Action ) denotes a joint stock company, a measure that affects the capital and voting rights of the shareholders. It is usually suggested by the management body of the Company (Board, Board of Directors) and authorized by the shareholders at a general meeting. It is either a change in share capital, a change in the equity and voting structure or another, to the capital of the process concerned shareholders. If new shares are issued, may not be placed under German stock corporation law, the claims of existing shareholders with respect to profit sharing and employee involvement is not to be limited ( dilution protection ).

The increase in the debt through the issuance of a bond is not called capital measure. Although they changed the capital structure of a company; the amount of capital is not affected by such an increase of the debt.

Capital measures

The following corporate actions change the capital stock of a corporation in relation to its height:

  • Capital, such capital increase, capital increase, capital increase from corporate funds; see also bonus shares, stock dividends and so on
  • Called a capital reduction, also cut in capital
  • Share exchange, eg in the context of spin- offs, or a merger, provided that it is connected to a capital

For the following capital measures the amount of share capital remains unchanged:

  • Stock split (including the par value reduction )
  • Reverse stock split (including nominal increase)
  • Reallocation (s: block trades ) of shares

The following measures will lead to conditional capital:

  • Issue of convertible bonds
  • Issue of warrants

Further Corporate Actions

The following operations are in the German language, no capital measures, but in practice associated with the corresponding English term corporate actions:

  • Distributions (dividends )
  • Tender offer ( Tender Offer )
  • Delisting
  • Offer to Purchase
  • Exclusion of minority shareholders
  • Name Change

In addition, in some cases measures that affect the debt (for example, issuing promissory notes ), included in the term in English usage.

Bank Technical Management ( Securities Administration )

Problems arising from corporate actions, securities are not physically delivered normally, but booked with the custodian banks in respective securities accounts. The Securities titles ( securities ) must be changed and the stock and value management are adjusted by changes in the depots.

A capital reduction leads for example to repay the face value difference. A stock split changes the par value per share, resulting in a value-neutral amount Split the corresponding shares in all depots, which lead this share.

This volume-and value-based transactions in the securities accounting are carried out in the bank than through an effect management, often Custody or corporate actions, designated organizational unit.

  • Corporate Action
  • Company Law
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