Introduction

These Guidelines are addressed to issuers for which BaFin is the competent authority for supervising compliance with the requirements of capital market legislation. The Guidelines are designed as a hands-on guide to dealing with the requirements of securities trading legislation, albeit without constituting a legal commentary. They provide an introduction to these legal issues and explain BaFin’s administrative practice.

European and German lawmakers are continuing their efforts towards strengthening the integrity of the capital markets. Their focus is on investor confidence in functioning capital markets. This confidence can be achieved through strong investor protection, notably through greater transparency on the part of capital market participants. In this context, market participants must be able to rely on ad hoc and voting rights notifications being clear, informative and accurate; they must also be able to count on accounting standards being complied with. The purpose of these Guidelines is to illustrate practical solutions to the legal issues that arise.

This revised and updated version incorporates in particular changes resulting from new European and national legislation. It also includes additional examples based on practical experience and expanded explanations – including in light of case law that has evolved in the meantime. Revisions of the Guidelines have been the subject of successive consultations since June 2018.

The 5th edition of the Guidelines have a new layout. Compared with previous editions, they are no longer a single document, but are available as individual modules arranged by topics. The new modular structure is designed in particular to ensure that the Guidelines can be updated and expanded more flexibly. The following overview describes the available modules and their completion status.

Overview of available modules

The following overview describes the available modules and their completion status.

Important notice

Please note that the Issuer Guidelines are based on the legal position effective at the revision date shown on each page. The Issuer Guidelines do not reflect any changes in statutory requirements or BaFin’s administrative practice since that date.