Delisting (stock)

As delisting ( engl. to list, recording, recorded ' ), rarely also stock disposal or delisting, refers to the permanent delisting of a stock corporation. In contrast, down listing means change in a market segment with lower requirements, such as from the regulated market in the open market. The delisting is an administrative process by which the stock is removed from the active trade permanently. Possible reasons for such action can be or avoiding the comprehensive disclosure obligations of listed companies a so-called going private after a company takeover. A delisting can also be initiated by the Admissions Office of the respective stock exchange supervisory and / or the Financial Services Authority, if orderly trading in the securities can not be guaranteed ( eg following a squeeze-out, in which all shares together in a hand be ).

Legal framework

Germany

The Stock Exchange Act ( § 39 paragraph 2 sentence 2 of the Exchange Act ) stipulates that the protections must be exercised in delisting. The stock market orders of various stock exchanges handle this differently; on the Frankfurt and Munich stock exchange as a sufficient notice period of six months. Within this period the shareholders of the company concerned can sell their shares on the stock market, if they so wish. In contrast, for example, requires the Düsseldorf Stock Exchange a shareholders' resolution and a settlement offer to the shareholders.

The company law provisions of delistings are not regulated by law. The Bundesgerichtshof ( BGH) was initially set in 2002 in his so-called MACROTRON decision, the conditions of admissibility of delistings: The delisting application of a corporation had their Annual General Meeting, ie by all the shareholders concerned, to be approved by a simple majority. In addition, a public offering of the company itself or the major shareholder should be required to the other shareholders, the adequacy of the compensation offered at the request of shareholders in a so-called judicial review proceedings should be verifiable in court. This legal development was based the Supreme Court mainly on the assumption that the tradability of a stock should be protected by the right to property under Article 14 of the Basic Law.

2012 but decided the Federal Constitutional Court ruled that only mediated by the shareholding in the Company in its substance, but not its value, is constitutionally protected. Since a withdrawal from the stock market as such does not change the participation, the right to property was not touched. Nevertheless, the Federal Constitutional Court held the " MACROTRON 'case-law of the Supreme Court for a permissible, though not mandatory judicial development of the law.

After it gave the Supreme Court in October 2013 with his decision iS Frosta Macrotron judgment to complete. A shareholders' resolution and a settlement offer are then company law (no longer) required. Okay, the scheme described above in § 39 para 2 Austrian Stock Exchange Act.

About the delisting or down listing decision under the amended law of the Board, if necessary, with the approval of the Supervisory Board. However, the Board may voluntarily ask the Annual General Meeting.