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Stock Corporation Law

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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.

"Strong stock corporation law practice, increasingly close ties to DAX companies."

JUVE German Commercial Law Firms 2019 (GCLF)
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03/03/2023
CMS advises FIELDS Group on majority stake in IT service provider amasol
Stuttgart – FIELDS Group, a private equity firm operating in Germany, Austria and Switzerland (DACH) and the Benelux countries, has acquired a majority interest in the amasol Group with effect from...
06/09/2022
CMS advises 3U HOLDING AG on sale of weclapp SE to Exact
Frankfurt/Main – Listed company 3U HOLDING AG, a management and private equity firm based in Marburg (Hesse), has sold its entire 71% stake in weclapp SE. The buyer is a subsidiary of Dutch company...
18/02/2022
CMS advises Premium Equity Partners on acquisition of Human Med
Stuttgart – Private equity firm Premium Equity Partners has acquired Human Med AG, a technology leader in lipoedema treatment and regenerative medicine. Premium Equity Partners is acquiring the company...
31/03/2021
CMS advises INDUS Holding AG on successful capital increase
Cologne – SDAX-listed INDUS Holding AG has successfully carried out a capital increase amounting to around 10% of its share capital, making partial use of authorised capital. The new shares were placed...
02/04/2020
CMS advises private equity firm Seafort Advisors on majority stake in software...
Stuttgart – Hamburg-based private equity firm Seafort Advisors has acquired a majority stake in Leipzig software company Deskcenter AG to provide growth finance, adding to its existing holding. The...
09/10/2019
CMS advises listed Spanish industrial and infrastructure company Acciona...
Hamburg – Spanish industrial and infrastructure company Acciona S.A. has fully subscribed to the capital increase carried out by German wind turbine manufacturer Nordex SE as part of a private placement...
31/01/2019
CMS advises founders of performance marketing agency Peak Ace on sale of...
Berlin – The founders of Berlin-based performance marketing agency Peak Ace AG have sold 51% of the shares in their company to the independent consulting and media agency My Media Group of France.The...
12/11/2018
Filling and packaging equipment manufacturer Krones advised by CMS on acquisition...
Munich – Krones, a world-leading manufacturer of filling and packaging solutions, has acquired MHT Holding AG (MHT). The acquisition will enable Krones to extend its PET product portfolio to include...
17/05/2018
Cryptocurrencies & Blockchain
With over USD 800bn total market cap at the beginning of 2018, total funding of almost USD 5bn in 2017 alone and a volatility that has created greed and fear cycles in their most drastic form, the sector...
12/04/2018
Growth Finance: Initial Coin Offerings (ICOs) vs. Venture Capital vs. IPO
ICOs are a means for companies to raise money. Instead of writing long business plans and conducting endless pitches, companies simply create their own cryptocurrency, gather a community behind their...
27/03/2018
German Stock Corporation Law and Corporate Governance
This publication provides a compact overview of the law of the German (listed) stock corporation (Ak­tiengesell­schaft, AG).In addition to its establishment, all stages in the "life of a German stock corporation"...
19/03/2018
Investor Activism Study: German corporations lack adequate protection against...
German companies are increasingly being targeted by activist investors Two-thirds of German companies have no contingency plan in place Complex business models increase the risk of a short attackBerlin...