Topic Information obligations for issuers Information for new issuers
Issuer obligations under the German Securities Trading Act (Wertpapierhandelsgesetz – WpHG)
Issuers of financial instruments are subject to various conduct of business obligations and transparency requirements under the WpHG, some of which they have to comply with as soon as they file an application.
Since 2 July 2016, a new legal regime has applied for issuers of financial instruments: the requirements and prohibitions previously stipulated in the WpHG, such as the prohibition of insider dealing and the ad hoc disclosure obligation, are now regulated by large parts of the directly applicable Regulation (EU) 596/2014 (Market Abuse Regulation – MAR) due to the entry into force of the First Act Amending Financial Market Regulations (Erstes Finanzmarktnovellierungsgesetz – 1. FiMaNoG; Federal Law Gazette I p. 1514) of 30 June 2016. At the European level, the MAR is supplemented by various delegating and implementing provisions, while at the national level in Germany it continues to be supplemented by the WpHG, which has been amended with respect to the MAR and the relevant implementing provisions by Articles 1 and 2 of the 1st FiMaNoG.
- Prohibition of insider dealing (Article 14 of the MAR)
- Prohibition of market manipulation (Article 15 of the MAR)
- Public disclosure of inside information without undue delay (ad hoc disclosure, Article 17 of the MAR in conjunction with section 15 (1) of the WpHG, new version)
- Maintenance of insider lists (Article 18 of the MAR)
Publication of notifications of managers' transactions pursuant to Article 19 of the MAR in conjunction with section 15 (2) of the WpHG, new version
Section 2 (7a) of the WpHG (new version) lays down the definition of an MTF issuer.
Other obligations of issuers with authorisation on a regulated market include:
- Publication of notifications of changes in the percentage of voting rights in listed companies (section 21 et seq. of the WpHG)
- Publication of notifications of changes in holdings of financial instruments with which shares can be acquired (sections 25 and 25a of the WpHG)
- Publication of the total number of voting rights (section 26a of the WpHG)
- Information necessary for exercising rights attached to securities (section 30a et seq. of the WpHG)
Publication and transmission of financial reports to the company register (section 37v et seq. of the WpHG)
The list above contains only the most important obligations resulting from the MAR and the WpHG.
Pursuant to part 11, sub-part 1 of the WpHG and section 342b et seq. of the German Commercial Code (Handelsgesetzbuch – HGB), the accounting of a company which is an issuer of admitted securities and whose home country is the Federal Republic ofGermany is subject to additional external controls.
BaFin will revise its Issuer Guideline as soon as administrative practice on the new provisions has become established. Until then, issuers can find guidance in the list of questions and answers on the ad hoc disclosure obligation and on the new regulations on managers’ transactions which has been published on the BaFin website. Questions of interpretation may also be sent to the e-mail address MAR@bafin.de. BaFin will regularly revise and expand its list on the basis of such input. BaFin also makes available FAQs on the voting rights notification obligations and obligations subsequent to stock exchange admission pursuant to parts 5 and 5a of the WpHG, which are continuously updated. Moreover, it is possible to register at Stimmrechte@bafin.de in order to be informed about updates to the FAQs.