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Dieselgate settlements – BGH declares shareholders’ resolution void
The German Supreme Court (“BGH”) has annulled the resolution of the general meeting of Volkswagen AG (“VW AG”) in the so-called “Dieselgate” scandal, where settlements concluded with former members of the management board (liability settlements) as well as with the involved D&O insurers (coverage settlements) were approved. The court found that the general meeting had been convened improperly and that the accompanying documents provided insufficient information. With this judgment, the BGH strengthens shareholders’ rights to information and disclosure. Given the substantially identical provisions under Austrian stock corporation law, this judgment is also relevant for Austrian stock corporations (Aktiengesellschaften).
Kinstellar Capital Markets series: Multiple voting rights – A chance for European capital markets?
Multiple voting rights have long been a topic of debate across Europe. The EU is now following the example of major global exchanges such as the NYSE, NASDAQ, and LSE by enabling founders and entrepreneurs to raise capital without relinquishing strategic control. With the Multiple Voting Share Directive (MVSD), the EU introduces a harmonised legal framework allowing companies seeking admission to multilateral trading facilities (MTFs)—including SME growth markets—to adopt multiple voting rights under specified conditions. This allows companies to preserve influence while accessing capital markets, offering opportunities not only for start-ups but also for strategically important sectors and family-owned businesses
Kinstellar Capital Markets series: Ad-hoc disclosure regime under the EU Listing Act
The EU Listing Act introduces significant changes to the capital markets framework, including a revision of the ad-hoc disclosure rules under the Market Abuse Regulation (MAR). These changes are particularly relevant for protracted processes such as M&A transactions, restructurings and other multi-stage corporate events. Under the new regime, issuers will generally be required to publish an ad-hoc disclosure only once the final event of a protracted process occurs. Intermediate steps no longer need to be disclosed individually, reducing the risk of premature market announcements and increasing overall legal certainty. However, the regime does not introduce a safe harbour. Each intermediate step must still be assessed
Kinstellar Capital Markets series: Insider list regime under review
The EU Listing Act seeks to simplify listing requirements by alleviating administrative burdens, particularly for small and medium-sized enterprises (SMEs) within the EU. Key measures include the simplification of the prospectus regime, targeted amendments to the MiFID II framework, facilitation of dual listings and cross-border issuances, streamlining of rules to support listings and strengthen shareholder engagement, as well as the introduction of clearer rules on inside information and reduced compliance obligations for SMEs. With regard to the latter, the EU Listing Act updates the insider list regime under the Market Abuse Regulation (“MAR”) by empowering the European Securities and Markets Authority (“ESMA”)