Can you finance the future? By law probably already, there should soon be a “future financing law”, a joint one Statement by BMJ and BMF. It announces capital market and corporate law measures. To the latter:
- “We will therefore extend the possibility of issuing electronic securities to equities as well.”
- (We want) “Facilitate capital increases by expanding our scope for design … In doing so, we have in particular the specifications for the issue price for capital increases and simplifications for the exclusion of subscription rights and conditional capital in certain constellations.”
- (We want) “To enable growth companies and start-ups to be more flexible by allowing dual class shares, while at the same time guaranteeing investor protection. This is how we remove a possible obstacle to the IPO for the founders.”
Section 12 (2) AktG decrees: “Multiple voting rights are not permitted”. A clear three-word standard. But it wasn’t always like that, the current version dates back to 1998. Before that, there were shares with multiple voting rights due to official approval, “insofar as it is necessary to safeguard overriding macroeconomic interests” (§ 12 Para. 2 sentence 2 AktG old version). The abolition was quite controversial in the 1990s, and an obligation to compensate was ordered (§ 5 Abs. 3 EGAktG).
So now a roll forward into the future of the fashionable “dual class shares” called multi-voting shares. And controversial again. Maybe they shouldn’t have been abolished in the first place? This is my plea here:
- One share—one vote? Voting rights and capital participation in stock corporations, in: Die Aktiengesellschaft 1991, pp. 117-131 (together with Prof. Dr. Zöllner).
- Permissibility limits of legislative intervention in shareholder rights. Constitutional issues of the elimination of existing maximum and multiple voting rights, in: Die Aktiengesellschaft 1991, pp. 157 – 165 (together with Prof. Dr. Zöllner)