Since the Transparency Directive was transposed by the TUG¹ effective as of 20 January 2007, section 7 of the WpHG governs a range of conduct, information and publication obligations of issuers whose securities are only admitted to an organised market in a member state of the EU other than Germany or a foreign signatory state to the EEA (section 2 (11) of the WpHG). The purpose of these publication obligations is to ensure that investors have all information they need to enable them to exercise their rights attached to the securities. For this reason, sections 48 et seq. of the WpHG make a distinction in some cases between an issuer whose home country is the Federal Republic of Germany and an issuer who is purely a domestic issuer. In addition to the obligations of issuers already existing under the relevant requirements of company law, the introduction of sections 48 et seq. of the WpHG transposed the requirement set out in the Transparency Directive to submit the (in part identical) obligations for issuers in the organised market to supervision by BaFin. Where reference is made to the provisions of the German Stock Corporation Act, the following remarks are addressed to issuers with the legal form of a German stock corporation (Aktiengesellschaft – AG), European company (SE) and or a German partnership limited by shares (Kommanditgesellschaft auf Aktien – KGaA), in each case with their registered office as defined in their articles of association in the Federal Republic of Germany, and to which the specified provisions under German stock corporation law apply. For issuers whose registered office as defined in their articles of association is in a country other than the Federal Republic of Germany, the applicable requirements of the relevant national legislation may govern the obligations under sections 48 et seq. of the WpHG.

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