Stock Corporation Law

Comprehensive advice for listed companies

Listed companies are under constant scrutiny. The words and actions of its executive officers can affect the share price in the same way as its actual business performance and corporate vision. Clearly defined internal processes ensure that stock corporations and their executive bodies comply with their various legal obligations and meet the standards expected by the stock market. 

Helping you to navigate the Stock Corporation Act (AktG)

Our lawyers specialising in stock corporation law provide support for stock corporations and their executive bodies, enabling them to act with confidence and avoid liability risks against a backdrop of increasing information complexity. We help members of management boards and supervisory boards as well as other officers of listed companies to identify what are in some cases existential risks for the company in relation to corporate governance and compliance. We also assist in managing risk efficiently by way of appropriate internal structures. 

As a client of our firm, you benefit from the experience gained by our corporate lawyers through closely supporting the executive bodies of numerous listed corporations over many years. Given the importance of the relevant legal issues for the company and its board members, we guarantee you an efficient service in all stock corporation law matters, with strong partner involvement.

Stock corporation law and corporate governance 

Effective advice on corporate governance requires an in-depth understanding of the company’s strategic goals and the interests of stakeholders. CMS’s Corporate Governance Competence Center has particular experience of providing legal and strategic support to members of executive bodies. We also have the requisite knowledge to design effective corporate governance structures within your organisation. 

We offer individual coaching to management board and supervisory board members with regard to their duties under the Stock Corporation Act and other relevant regulations. As part of a corporate governance check, we examine whether the existing structures comply with statutory requirements and market standards. We develop tailored checklists and workflows that help you to identify and meet the relevant requirements, while also ensuring compliance in daily operations.

Preparation and support for shareholder meetings

Our lawyers specialising in stock corporation law provide professional support for listed companies around preparing for, holding and following up shareholder meetings. 

This includes coaching participants ahead of the shareholder meeting and supporting the chairman on the day. We also assist the back-office function to ensure the meeting runs smoothly. Following the shareholder meeting, our experts on stock corporation law and capital markets law take care of implementing the resolutions and ensure compliance with any publication requirements. If disputes arise from shareholder meetings, we can represent you in legal challenges and nullity lawsuits as well as in special release proceedings and award proceedings under German law.

Specifically, our shareholder meeting services include: 

• Preparation of a timetable and programme
• Convocation of the shareholder meeting 
• Preparation of the required board resolutions 
• Production of all relevant documents (AGM guide, Q&A)
• Support during the shareholder meeting and back-office assistance 

Handling your corporate actions 

CMS can advise on the entire corporate action process – from planning through all the preparatory steps to implementation, taking all aspects of stock corporation and capital markets law into account. Corporations regularly entrust us with tasks such as the following: 

• Preparation and implementation of capital increases
• Corporate restructuring action 
• Issuing convertible bonds or bonds with warrants, profit-sharing rights and other hybrid financial instruments

Intersection of stock corporation law and corporate group law

Our firm regularly advises stock corporations on entering into de facto or contractual group relationships. We help you to understand the sometimes highly complex rights and obligations arising from a group relationship. Working closely with you, we then structure the legal relationships in your group for maximum compliance and effectiveness.

Please feel free to send us a no-obligation enquiry about your specific requirement.