The Initiative Minority Shareholders (IMS) is committed to strengthening shareholder rights in Germany. Over many years, changes in stock and corporate law have reduced the legal positions of minority shareholders. In addition, courts are increasingly effecting judgments against investors and taking sides with corporate interests.
Additionally, shareholders do not have effective collective legal protection instruments at their disposal. In international rankings, Germany rates poorly when it comes to the protection of minority shareholders. The work of the IMS therefore aims to make a legal policy contribution to improve the legal standing of minority shareholders by addressing the legislature as well as public and media.
The Initiative Minority Shareholders (IMS) is a non-profit association supported by independent investors, which aims to promote knowledge and information about stock investing and in particular about shareholder rights in Germany. From its headquarters in the capital Berlin, the Initiative runs a communication platform for information on shareholder rights. This distinguishes us from other shareholders' associations or protective associations, which mainly represent the individual interests of their members, for example at annual general meetings and in legal disputes. Nevertheless, we are happy to cooperate with other organizations on a selective basis if it serves the cause.
Through public communication and in dialogue with the legislature, the Initiative Minority Shareholders aims to contribute to ensuring that the rights of minority shareholders, in particular their constitutionally guaranteed property rights, but also participatory rights, are once again given greater consideration and protection, thereby making equities ownership attractive again as a retirement and investment instrument for broad sections of the population. In our opinion, a fair balance of interests on the capital market also strengthens Germany's competitiveness as a place of business.
Key positions of the minority shareholders' initiative:
The ownership of shares as an instrument of retirement provision is protected by Article 14 of the German Basic Law.
Basic minority shareholders' rights, e.g. voidance claims and questioning of management at the annual general meeting must be guaranteed. These rights must not be impaired, for example by virtual general meetings.
In the case of structural measures and delistings requiring compensation, squeezed-out shareholders must receive full compensation for their shares. A fair compensation is only possible by means of a valuation according to the capitalised earnings value method.
The appraisal rights proceedings, the judicial review of the compensation offer in accordance with the Spruchverfahrensgesetz (SpruchG - German Appraisal Proceedings Act) are essential for the ousted shareholders and may not be put up for disposition.
The average market value does not appropriately represent the value of the share and should not be used to determine the share value.
The collective judicial enforcement of shareholder rights must be expanded. The KapMuG (Capital Investor Model Case Act) must be reformed.
We see with concern that Germany as an investment location is losing its importance due to a permanent weakening of the equity culture. In the World Bank's ranking, Germany currently ranks 61st in the world for the protection of minority rights. In many companies, corporate governance is practiced only to the advantage of the majority shareholders. Self-regulatory instruments such as the German Corporate Governance Code have not brought about any improvement.
The enforceability of shareholders' individual rights is also weak and under fire. Particularly noteworthy here are the Capital Investor Model Case (KapMuG) and the corporate appraisal rights proceedings. To strengthen enforceability, there must be genuine collective legal protection in Germany. The Model Actions for the Determination of Consumer Value Act (Musterfeststellungsklagengesetz), which applies to consumers, also needs to be revised, as in its current version it does not bring any discernible improvement in the position of injured consumers.
To learn more about the work of the IMS and to connect please contact:
Robert Peres Chairman Initiative Minderheitsaktionäre e.V. Leipziger Platz 9 10117 Berlin Germany