Dr. Barbara Mayer, Fachanwältin für Handels- und Gesellschaftsrecht

A “Mini” Reform: 2016 Amendment of the Stock Corporation Law Approved

On 12 November 2015, after five years, the German Bundestag finally resolved on the so-called 2016 amendment of the stock corporation law (Aktienrechtsnovelle). The reform will amend a few aspects of the currently existing stock corporation law, however without containing any actual reforms. Of particular interest to medium-sized companies are new provisions relating to supervisory boards: in future, the number of members of a supervisory board will no longer have to be generally divisible by three, but only if this is necessary for reasons of employee co-determination, i.e. in the case of companies with more than 500 employees. The minimum number of supervisory board members will remain three.

Some of the new provisions have been introduced to make public limited companies (Aktiengesellschaften) more resilient in crisis situations. These include the option of excluding mandatory later payment of advance dividends in the case of preferred shares. In addition, companies will be able to convert convertible bonds into shares by themselves. However, the amendments do not include the introduction of a cut-off date for verification with regard to registered and bearer shares for the purposes of increasing the transparency of ownership. In lieu thereof, the European Commission should be responsible for the introduction of a standardised, EU-wide cut-off date. The German Bundestag also declined the introduction of a time limit for actions of nullification. Instead, the Bundestag advocates an extensive reform of the law relating to defective resolutions, which will hopefully be underway soon. The controversial provisions relating to the capping of management board remuneration, which derailed the proposed legislation before the German Bundestag in 2013, have also not been adopted. A corresponding application put forward by the opposition was rejected by way of governmental majority vote.

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