Since the Second Financial Market Promotion Act (Zweites Finanzmarktförderungsgesetz — 2. FFG)¹ became effective as of 1 January 1995, the Securities Trading Act (Wertpapierhandelsgesetz – WpHG) governs notification and publication requirements applicable to major holdings of voting rights in listed issuers.

The notification and publication requirements of the WpHG were most recently amended by the Second Act Amending Financial Markets Regulations (Zweites Finanzmarktnovellierungsgesetz – 2. FiMaNoG) effective as of 3 January 2018. However, the amendments related solely to changes in the numbering of the provisions. The same applies to the more far-reaching requirements that have been governed since 3 January 2018 by the Regulation Specifying Reporting, Notification and Publication Requirements under the Securities Trading Act (Verordnung zur Konkretisierung von Anzeige-, Mitteilungs- und Veröffentlichungspflichten nach dem Wertpapierhandelsgesetz – WpAV) (previously: Securities Trading Reporting and Insider List Regulation [Wertpapierhandelsanzeige- und Insiderverzeichnisverordnung – WpAIV]). Other legislative amendments prior to 3 January 2018 were:

Transparency Directive Implementation Act (Transparenzrichtlinie-Umsetzungsgesetz – TUG)² effective as of 20 January 2007

Regulation Implementing the Transparency Directive (Transparenzrichtlinie-Durchführungsverordnung – TranspRLDVO)⁴, effective as of 21 March 2008, which transposed the requirements of the aforementioned Implementing Directive into national law

Risk Limitation Act (Risikobegrenzungsgesetz)⁵, effective as of 22 August 2008

• introduced the aggregation of holdings of voting rights attached to shares with holdings of voting rights relating to instruments subject to the notification obligation (from 1 March 2009),
• increased the loss of rights in the case of violations of the notification obligations and
• introduced a supplementary notification and publication requirement for the objectives and intentions associated with an interest of 10 per cent or more (from 31 May 2009).

Investor Protection and Capital Markets Improvement Act (Anlegerschutz- und Funktionsverbesserungsgesetz)⁶, effective as of 1 February 2012

• the extension of the previous notification obligation for instruments by “other” instruments, in particular a right to recall lent shares;
• the introduction of a separate notification obligation for instruments that, for the first time, also includes cash-settled derivatives for which an acquisition of shares by the holder can be inferred purely on the basis of economic considerations.
• general aggregation of holdings of voting rights attached to shares with holdings of voting rights relating to instruments.

Act Implementing the Directive Amending the Transparency Directive (Transparenzrichtlinie-Änderungsrichtlinie – TRL-ÄndRL-UmsG)⁷, effective as of 26 November 2015

• the standardisation of the notification for all three notification provisions (“baskets”) if thresholds are triggered by virtue of directly held or attributed holdings of voting rights attached to shares (sections 33 and 34 of the WpHG), by virtue of holdings of voting rights relating to instruments (section 38 of the WpHG) and by virtue of the aggregation of holdings of voting rights attached to shares with holdings of voting rights relating to instruments (section 39 of the WpHG), by the introduction of a mandatory standard form for filing voting rights notifications under sections 33 et seq. of the WpHG;
• a switch with regard to the motive for the notification obligation under section 33 (1) of the WpHG to the legal transaction underlying the acquisition/disposal of voting shares;
• the introduction of “group notifications” (section 37 of the WpHG);
• the alignment of the attribution criteria (section 34 of the WpHG) and notification obligation for instruments (section 38 of the WpHG) to the requirements of the Transparency Directive; and
• the expansion and tightening of penalties in the event of violations of the notification obligations, including the loss or rights (section 44 of the WpHG).

First Act Amending Financial Markets Regulations (Erstes Finanzmarktnovellierungsgesetz – 1. FiMaNoG)⁸, effective as of 2 July 2016, which created an exemption for units in and shares of open-ended investment funds, to the extent that they are not specialised investment funds (section 1 (3) of the WpHG).

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