On 29 October 2025, GE BaFin imposed fines on six people for failure to comply. GE BaFin imposed fines of €40,000 on each of six individuals, for violating obligation in German Securities Trading Act (WpHG) to notify all voting rights.
Case Overview
- Shareholders must notify the issuer and GE BaFin in four trading days, if their voting rights in shares they hold in that issuer reach certain thresholds, as prescribed by law.
- All voting rights in shares held by a subsidiary are treated the same as voting rights directly held by reporting company for the purposes of these notification requirements.
- This means that when fulfilling its notification obligations, the reporting company must also consider all of the voting rights that are held by subsidiary body to the main firm.
- Those required to submit voting rights notifications must use a mandatory notification form, regulated in s12, Para 1 of the Securities Trading Notification Ordinance (WpAV).
- If a party subject to notification rules fails to inform the issuer and BaFin when voting rights exceed or fall below thresholds, they violate s33, Para. 1 Sentence 1 of WpHG.
- GE BaFin can impose a fine for this, and the maximum for natural person is €2 million.
- Obligation to report voting rights increases the transparency of the capital market, and is intended to enhance attractiveness of Germany as a financial center in international competition, strengthening investor confidence in functioning of German stock market.
