The European Court of Justice has criticized Germany's rules on shareholder voting rights, ruling them to be in violation of the EU Transparency Directive.
The European Court of Justice (ECJ) recently delivered a significant ruling regarding Germany's regulations on shareholder behavior known as "Acting in Concert." The court found that the country's specific rules for attributing voting rights among shareholders are contrary to the EU Transparency Directive. This ruling will necessitate a renewed evaluation by the Federal Court of Justice (BGH) regarding the nature of agreements between shareholders, as well as potentially altering the legal landscape for capital markets in Germany.
The judgement has major implications for how transparency obligations are interpreted across the EU, potentially restricting national discretion in the realm of capital market law. It suggests that the reporting requirements for shareholders could become stricter, prompting investors to be more cautious and diligent in their agreements. The case in question, corresponding to C-864/24, highlights ongoing tensions between national regulations and EU-wide directives.
As a result of this ruling, companies and shareholders may need to adapt to a more stringent compliance environment in Germany, as they will be required to pay closer attention to their forms of collaboration and any relevant thresholds for reporting. This development is expected to influence the dynamics within the investor community, fostering a greater emphasis on transparency in shareholder agreements in the future.
