The Corporate Award Proceedings Act

Original Language Title: Gesetz über das gesellschaftsrechtliche Spruchverfahren

Subscribe to a Global-Regulation Premium Membership Today!

Key Benefits:

Subscribe Now for only USD$20 per month, or Get a Day Pass for only USD$4.99.

Act on Company Law Spruce Proceedings (Spruchprocedural Law-SpruchG)

Unofficial Table Of Contents

SpruchG

Date Of Departure: 12.06.2003

Full:

" Spruchprocedural Law of the 12. June 2003 (BGBl. 838), as last amended by Article 16 of the Law of 23. July 2013 (BGBl. I p. 2586) has been amended "

:Last modified by Art. 16 G v. 23.7.2013 I 2586

For details, see the menu under Notes

Footnote

(+ + + Text evidence: 1.9.2003 + + +)
(+ + +) Further application d. § 15 in the version valid until 31.7.2013
cf. Section 136 (5) No. 2 G 361-6 v. 23.7.2013 I 2586 + + +)

The G was referred to as Article 1 d. G v. 12.6.2003 I 838 adopted by the Bundestag. It occurs gem. Art. 7 of this G mWv 1.9.2003 in force. Section 2 (4) and § 12 (3) shall enter into force on 18.6.2003. Non-official table of contents

§ 1 Scope of application

This law applies to the judicial procedure for determining
1.
Compensation for outsiders and the severance of such shareholders on control and Profit and loss transfer agreements (§ § 304 and 305 of the German Stock Corporation Act);
2.
The severance of shareholders who have been dislocated in the integration of public limited liability companies (§ 320b of the German Stock Corporation Act) Stock Law);
3.
The cash settlement of minority shareholders whose shares have been transferred to the main shareholder by decision of the Annual General Meeting (§ § 327a to 327f of the German Stock Corporation Act);
4.
the surcharge of shareholders or the cash settlement of shareholders on the occasion of the conversion of legal entities (§ § 15, 34, 122h, 122i, 176 to 181, 184, 186, 196 or § 212 of the Transformation Act);
5.
the surcharge of shareholders or the cash settlement of shareholders at the establishment or Sedentary of an SE (§ § 6, 7, 9, 11 and 12 of the SE Implementing Act);
6.
the surcharge to members in the establishment of a European Cooperative Society (§ 7 of the Act of the European Communities). SCE-Execution Law).
Non-official table of contents

§ 2 Responsibility

(1) The District Court, in the district of which the Legal entities whose shareholders are entitled to apply has its registered office. If, in accordance with the first sentence, a number of regional courts are competent or are pending, in the case of various agricultural courts, in accordance with the first sentence of the first sentence, which are in a factual context, Section 2 (1) of the Law on the Procedure in Family Matters and in the to apply the matters of voluntary jurisdiction accordingly. If there is dispute or uncertainty about the competent court in accordance with the second sentence, § 5 of the Law on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction shall be applied accordingly.(2) The Chairman of a Chamber of Commercial Matters shall decide
1.
on the delivery of Procedures;
2.
in connection with public notices;
3.
on questions which concerning the admissibility of the application;
4.
on all preparatory measures for the taking of evidence and in the cases of § 7;
5.
in the cases of § 6;
6.
about business value, costs, fees, and expenses;
7.
about the injunction of the foreclosure;
8.
about the connection of Procedure.
In the agreement of the parties, the Chairman may also decide in place of the board.(4) (omitted) unofficial table of contents

§ 3 Application authorization

Application for procedures in accordance with § 1 is in the cases
1.
the number 1 of each outsiders;
2.
the numbers 2 and 3 of each retired shareholder;
3.
the number 4 in each of the listed shareholders Provisions of the Transformation Act;
4.
The number 5 of each of the shareholders referred to in the provisions of the SE Implementation Act referred to therein. Shareholders;
5.
number 6 of each Member of the SCE Implementing Act referred to therein.
In the cases of points 1, 3, 4 and 5 the application is only granted if the applicant is a shareholder at the time the application is submitted. The court's position as a shareholder must be proven exclusively by the court. Non-official table of contents

§ 4 Application deadline and application justification

(1) The application for a court decision in a procedure in accordance with § 1 can only be within three months of the date on which the entry in the cases
1.
of the number 1 is the subject of of the existence or of a change in the enterprise contract in the commercial register according to § 10 of the German Stock Corporation Act;
2.
of the Commercial Code; Point 2 the registration of the inclusion in the commercial register in accordance with § 10 of the Commercial Code;
3.
the entry of the transfer decision in the Trade register in accordance with § 10 of the Commercial Code;
4.
§ § 15, 34, 176 to 181, 184, 186, 196 and 212 of the Transformation Act referred to in point 4 above the registration of the Conversion in the commercial register according to the provisions of the Transformation Act;
5.
§ § 122h and 122i of the Transformation Act referred to in point 4 above the registration of the cross-border merger in accordance with the rules of the State whose law is subject to the transfer or new company;
6.
number 5 the registration of the SE according to the rules of the sitting State;
7.
number 6 the registration of the European Cooperative Society in accordance with the rules of the host State
has been made. The time limit shall be maintained in the cases referred to in § 2 (1) sentence 2 and 3 by filing with each court first competent.(2) The applicant shall give reasons for the application within the period referred to in paragraph 1. The application justification has to contain:
1.
the name of the defendant;
2.
the presentation of the application entitlement in accordance with § 3;
3.
Information on the type of structural measure and the type of the application Court to determine compensation in accordance with § 1;
4.
Concrete objections against the appropriateness of the compensation pursuant to § 1 or, if applicable, against the compensation as a basis for the compensation determined by the company, provided that information is contained in the documents referred to in § 7 (3). If the applicant proves that he does not have these documents at the time of submission of the application on grounds which he does not have to represent, the time limit may, on request, be extended appropriately if he/she is
in addition, the number of shares held by the applicant is to befrom the statement of reasons. Non-official table of contents

§ 5 Application opponent

The application for a court decision in a procedure under § 1 is in the cases
1.
the number 1 against the other contract part of the enterprise contract;
2.
the number 2 against the main company;
3.
the number 3 against the main shareholder;
4.
the number 4 against the accepting or new legal entities or against the legal entity of a new legal form;
5.
the number 5 against the SE, but in the case of § 9 of the SE Execution Act against the founding company;
6.
number 6 against the European Cooperative Society
. Non-official table of contents

§ 6 Joint Representative

(1) The court has the right to protect the applicants who are not applicants themselves. of their rights, to appoint a joint representative at an early stage; the latter shall have the status of a legal representative. Where the fixing of the appropriate compensation and the determination of the appropriate severance payment are requested, it shall appoint a joint representative for each application if, on the basis of the specific circumstances, it is to be assumed that the protection of the the rights of all the eligible persons concerned are not guaranteed by a single common representative. The appointment of a joint representative may be fully maintained if the rights of the persons entitled to the application are respected in other ways. The Court of First Instance has announced the appointment of the joint representative in the Federal Gazette. If, in the cases of § 1 No. 1 to 3, the articles of association of the company whose outstanding shareholders are entitled to apply, or in the cases of Section 1 (4) of the Social Contract, the Partnership Agreement, the Articles of Association or the The Statute of the transferor or the form-changing legal entity still had other sheets or electronic information media intended for the public announcements, so it has to make the order known there as well.(2) The joint representative may require the defendant, in appropriate application of the law-compensation law, to replace his/her outlays and a remuneration for his/her work; several defendant shall be liable as the full debtor. The expositions and remuneration shall be determined by the court. The value of the goods is the value of the business value for the court fees. The court may, at the request of the representative, surrender the payment of advances to the payment. The enforcement shall take place in accordance with the Code of Civil Procedure.The joint representative may continue the procedure after the withdrawal of an application. In this case, it shall be equal to an applicant. Non-official table of contents

§ 6a Joint representative on the foundation of an SE

When an SE is established by a merger or at the time of its establishment, the SE shall be established. a holding SE in accordance with the procedure laid down in Council Regulation (EC) No 2157/2001 of 8 June 2001. October 2001 on the Statute for a European Company (SE) (OJ L 136, 31.7.2001, p EC No 1), in accordance with the provisions of the SE Implementing Act, an application for payment or payment of a cash payment is made, the court orders, at the request of one or more shareholders, a merging or the establishment of a payment or a cash payment. an SE-active company which itself is not entitled to participate, in order to safeguard its interests, a common representative who is involved in the process of the investigation. § 6 (1) sentence 4 and (2) shall apply accordingly. Non-official table of contents

§ 6b Joint Representative to Establishment of a European Cooperative Society

Cooperative by merger in accordance with the procedure laid down in Council Regulation (EC) No 1435/2003 of 22 June 2003. July 2003 on the Statute for a European Cooperative Society (SCE) (OJ L 136, 31.3.2003, p EU No 1) in accordance with the provisions of the SCE Implementing Act, a request for the determination of a cash payment shall be made by the Court of First Instance at the request of one or more members of a merging cooperative which does not itself , in order to safeguard their interests, they are entitled to a joint representative who is involved in the process of the diversion procedure. § 6 (1) sentence 4 and (2) shall apply accordingly. Non-official table of contents

§ 6c Joint representative for cross-border merger

becomes a cross-border merger (§ § 6c) 122a of the Transformation Act), pursuant to § 122h or § 122i of the Transformation Act, an application for the determination of a surcharge or cash payment is made, the court orders at the request of one or more shareholders of a participating company, the themselves are not entitled to apply, in order to safeguard their interests, a common representative who is involved in the process of the sprouching process. § 6 (1) sentence 4 and (2) shall apply accordingly. Non-official table of contents

§ 7 Preparation of oral proceedings

(1) The court shall submit to the defendant and the joint representative the Applications submitted by applicants without delay.(2) The court shall at the same time request the defendant for a written reply. In particular, the defendant shall give its opinion on the amount of the compensation, the surcharge or the cash payment or any other severance payment. For the opinion, the court shall set a period of at least one month and shall not exceed three months.(3) In addition, the defendant shall submit the report on the business contract, the classification report, the report on the transfer of the shares to the main shareholder, or the conversion report after notification of the applications to the court. In cases where the control or profit transfer agreement, the integration, the transfer of the shares to the main shareholder or the conversion has been audited by expert auditors, the respective audit report is also . At the request of the applicant or the joint representative, the court shall give the defendant, without delay and free of charge, a copy of the said documents to the applicant or to the joint representative.The opinion referred to in paragraph 2 shall be forwarded to the applicant and to the joint representative. They shall submit in writing any objections to the reply and to the documents referred to in paragraph 3 within a time limit set by the court, which shall be at least one month and shall not exceed three months.(5) The Court of First Instance may adopt further preparatory measures. It may give up the addition or explanation of their written presentation and the presentation of records, in particular setting a deadline for the declaration of certain points in need of clarification. In every situation of the procedure, it is necessary to ensure that the parties declare themselves in good time and in full. The parties concerned shall be notified of any order.(6) The Court of First Instance may, before the first date, order the taking of evidence by experts to clarify preliminary questions, in particular on the nature and extent of the following taking of evidence, for the preparation of the oral proceedings, or for the purpose of to obtain written observations from the expert auditor.(7) Other documents which are significant for the decision of the Court of First Instance shall, at the request of the applicant or of the Chairman, without delay, the defendant shall, at the request of the applicant or the chairman, immediately: . The chairman may, at the request of the defendant, order that such documents may not be made available to the notifiers if the secrecy is due to important reasons, in particular for the maintenance of manufacturing, holding or holding of the application. Business secrets, after consideration with the interests of the applicants, to be able to comment on the documents, is offered. The Court of First Instance may be brought against the decision of the Chairman; its decision shall not be countervailable.(8) In order to enforce the respondent's obligation under paragraphs 3 and 7, § 35 of the Act on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction shall be applicable accordingly. Non-official table of contents

§ 8 Oral proceedings

(1) The court is to decide on the basis of oral proceedings. It should take place as early as possible.(2) In the cases of § 7 (3) sentence 2, the court shall order the personal appearance of the expert examiners, if not according to his or her free conviction, the hearing of the examiners as expert witnesses to the clarification of the facts is to be excerted appears. The competent examiners shall communicate with the summons the requests of the applicants, the response of the defendant as well as the further written submission of the participants. In appropriate cases, the court may order the oral or written answer to individual questions by the expert examiner.(3) § § § 138 and 139 as well as for the conduct of oral proceedings § 279 (2) and (3) and § 283 of the Code of Civil Procedure shall apply accordingly. Non-official table of contents

§ 9 Procedural requirement

(1) Each participant has at the oral proceedings and in their written documents To prepare his applications as well as his further submission as early as, according to the procedural situation, in accordance with a careful and appropriate procedure for the procedure.(2) Before the oral proceedings or in the cases of § 8 (2) the expert examiners present at the oral proceedings are likely to be unable to make statements without prior notice, the oral proceedings shall be submitted to the oral proceedings. To inform the proceedings of the preparatory documents in such a timely manner that they may still be able to take the necessary information.(3) Rügen, which relates to the admissibility of the applications, has to assert the defendant within the time limit set pursuant to Section 7 (2). Non-official table of contents

§ 10 violation of the obligation to provide proceedings

(1) Opinions or objections, which are not made until after the expiration of a , the Court of First Instance held that the Court of First Instance held that the Court of First Instance held that the Court of First Instance held that the Court of First Instance held that the Court of First Instance held that the Court of First Instance held that the Court of First Instance did not have the right to delay the proceedings or, if the party concerned apologised for the delay.(2) If, contrary to Section 9 (1) or (2), it does not take place in time, it may be refused if the authorisation, after the court's free conviction, would delay the execution of the proceedings and the delay will not be excused.(3) § 26 of the Act on the Procedure in Family Matters and in the matters of voluntary jurisdiction shall not be applicable to this extent.(4) Late complaints concerning the admissibility of applications and which are not due to be taken into account by the Office are to be permitted only if the party concerned has made sufficient apology for the delay. Unofficial Table Of Contents

§ 11 Court Decision; Quality Agreement

(1) The court decides by a reasoned opinion Decision.(2) The Court of First Instance is to be considered in any position of the proceedings for an amicable settlement. Where such an agreement is reached by all the parties concerned, a minutes shall be recorded; the provisions applicable to the minutes of a comparison in civil disputes shall apply mutas to the provisions of this Regulation. Enforcement shall be governed by the rules of the Code of Civil Procedure.(3) The Court of First Instance shall deliver its decision or the minutes of a comparison to the parties concerned.(4) A judicial settlement can also be concluded by the fact that the parties accept a written settlement proposal from the court by written pleadings to the court. The Court of First Instance shall determine the agreement and the content of a settlement concluded in accordance with the first sentence of this Article. Section 164 of the Code of Civil Procedure shall apply accordingly. The decision shall be notified to the parties concerned. Non-official table of contents

§ 12 Complaint

(1) The appeal against the decision pursuant to § 11 shall take place. The appeal may only be lodged by filing a notice of appeal signed by an attorney.(2) The state government may transfer the decision on the appeal by means of a legal regulation for the districts of several Oberlandesgericht (Oberlandesgericht) to one of the Oberlandesgericht (Oberlandesgericht) or the Supreme Regional Court, if this is to secure a uniform Jurisprudence serves. The provincial government can transfer the authorization to the Land Justice Administration. Non-official table of contents

§ 13 Action of the decision

The decision will only take effect with the legal force. It acts for and against all, including those shareholders who have already been eliminated from the originally offered cash settlement or other severance payments from the relevant legal entity. Non-official table of contents

§ 14 Announcement of the decision

The final decision in a procedure pursuant to § 1 shall be without reasons for § 6 (1) sentence 4 and 5 in the cases
1.
of the number 1 by the board of the company, the external shareholders of which were entitled to apply;
2.
the number 2 by the board of the main company;
3.
number 3 by the main shareholder of the company;
4.
number 4 by the legal representatives any accepting or new legal entity or the legal entity of a new legal form;
5.
the number 5 by the legal representatives of the SE, but in the case of § 9 of the SE-Execution Act by the legal representatives of the company, and
6.
of the number 6 by the legal representatives of the European Union Cooperative Society
. Non-official table of contents

§ 15 Costs

(1) The legal costs may be imposed in whole or in part to the applicants if this is the equity .(2) The court orders that the costs of the applicants, which were necessary for the appropriate execution of the matter, are to be reimbursed in whole or in part by the defendant, if this is done in the light of the outcome of the proceedings of the Image quality. Non-official table of contents

§ 16 jurisdiction in case of performance action

For actions on compensation, payment or severance payment, which are in the The court of the first legal train and the same body exclusively responsible for the proceedings was the court of the first legal train and the proceedings were last dealt with in accordance with Section 2 of the procedure. Non-official table of contents

§ 17 General provisions; Transitional provision

(1) Unless otherwise specified in this Act, the following shall be found in the following: Procedure The provisions of the Law on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction.(2) For proceedings in which a request for a court decision before the 1. The relevant provisions of the German Stock Corporation Act and of the Conversion Act applicable up to that date shall continue to be applied until September 2003. On appeal proceedings in which the complaint is based on the 1. The provisions of this Act shall apply to the provisions of this Act.

Related Laws