General information

Section 50 (1) sentence 1 no. 2 of the WpHG is based on Article 23 (3) of the Transparency Directive. The background to this provision is Recital 27 of the Directive, according to which information gaps should be prevented, so all relevant information must be made available to all investors.

No general obligation for publication in of full text

The full text of information within the meaning of section 50 (1) sentence 1 no. 2 of the WpHG must generally be published regardless of its length. This follows from the wording of section 50 (1) sentence 1 no. 2 of the WpHG.

However, in the case of substantial publications, such a publication may place considerable burdens on issuers, while being of limited benefit to investors, who may be flooded with information. Instead of this, an announcement can be used so that interested investors may retrieve the document in question in its full-text version, thus ensuring that there is no loss of transparency. For a publication under section 50 (1) sentence 1 no. 2 of the WpHG, it is not sufficient to provide a reference to a website that requires a further search to access the document.

Instead, the exact path must be indicated, with a publication on the company’s website being preferable given the greater proximity to the relevant context.

Publication in the third country

Publication in another EU member state/signatory state to the EEA in addition to the publication in the third country rules out the publication obligation under section 50 (1) sentence 1 no. 2 of the WpHG. Section 50 (1) sentence 1 no. 2 of the WpHG is based on Article 23(3) and Recital 27 of the Transparency Directive. The background to this is the avoidance of information gaps between third countries and the EU/EEA, which is why section 50 (1) sentence 1 no. 2 of the WpHG should be read as follows: “… information that it “ only publishes “in a third country”.