Direkt zum Inhalt

From the magazine SZW-RSDA 5/2017 | S. 618-634 The following page is 618

Vinkulierung an der Bruchstelle zwischen kotierter Gesellschaft und nicht kotierten Aktionären

This article contains a selective analysis of the current system of share transfer restrictions (Vinkulierung), in particular with regard to the scope of application of the relevant provisions in relation to direct and indirect investments in publicly held companies, that has raised public interest in connection with the “Sika”-case. The authors illustrate the current state of established doctrine and practice in this regard before identifying and discussing the most important open questions.

Among other situations lacking clear rules or court precedents, the article discusses legal theories and arguments pro and contra an extension of transfer restrictions to the acquisition of an intermediate company, that is already registered as shareholder with voting rights. The authors furthermore distinguish the situation, where a transferor, due to grandfathering at the time of the introduction of transfer restrictions or due to an exemption, already commands more voting rights than…

[…]