Law on the Company Law Opposition Proceedings (Spruchprocedural Law-SpruchG)

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SpruchG

Date of completion: 12.06.2003

Full quote:

" Spruchprocedural Law of 12 June 2003 (BGBl. 838), most recently by Article 16 of the Law of 23 July 2013 (BGBl). 2586).

Status:

Last amended by Art. 16 G v. 23.7.2013 I 2586

For more details, please refer to the menu under Notes

Footnote

(+ + + Proof of text: 1.9.2003 + + +) 
(+ + + For 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. Unofficial table of contents

§ 1 Scope

This Act shall apply to the judicial procedure for the provision of:

1.

the compensation for external shareholders and the severance of such shareholders in the case of domials and profit-and-profit agreements (§ § 304 and 305 of the German Stock Corporation Act);

2.

the severance of dissent shareholders in the integration of public limited liability companies (§ 320b of the German Stock Corporation Act);

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 in the establishment or relaying of an SE (§ § 6, 7, 9, 11 and 12 of the SE Implementation Act);

6.

the payment to members of a European Cooperative Society (§ 7 of the SCE Implementing Act).

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§ 2 Jurisdiction

(1) The District Court, in whose district the legal entity whose shareholders are entitled to claim, has its registered office shall be responsible. 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 sentence 2, § 5 of the Law on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction shall apply accordingly. (2) The Chairman of a Chamber for commercial matters

1.

on the submission of procedures;

2.

in the context of public announcements;

3.

on questions 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.

on the cessation of the enforcement of enforcement;

8.

on the connection of procedures.

In the agreement of the parties, the chairman may also decide in place of the board. (4) (to be omitted) Unofficial table of contents

§ 3 Application

The application for proceedings pursuant to § 1 shall be valid in the cases

1.

the number 1 of each external shareholder;

2.

points 2 and 3 of each of the shareholders who have been dissent;

3.

the number 4 of each shareholder referred to in the provisions of the conversion law referred to in that paragraph;

4.

the number 5 of each of the shareholders referred to in the provisions of the SE Implementation Act referred to therein;

5.

the number 6 of each Member referred to in the provisions of the SCE Implementing Law referred to therein.

In the cases referred to in points 1, 3, 4 and 5, the right of application shall be granted only 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. Unofficial table of contents

§ 4 Application deadline and application justification

(1) The application for a court decision in a procedure in accordance with § 1 may only be filed within three months from the date on which in the cases where:

1.

the number 1, the registration of the existence or of a change in the enterprise contract falling under section 295 (2) of the German Stock Corporation Act in the commercial register in accordance with § 10 of the German Commercial Code;

2.

the entry in the Commercial Register in accordance with Section 10 of the Commercial Code;

3.

the entry of the transfer decision in the commercial register in accordance with Section 10 of the Commercial Code;

4.

§ § 15, 34, 176 to 181, 184, 186, 196 and 212 of the Transformation Act referred to in paragraph 4, the registration of the conversion in the commercial register in accordance with the provisions of the Transformation Act;

5.

§ § 122h and 122i of the Transformation Act referred to in paragraph 4 above, the registration of the cross-border merger in accordance with the rules of the State, the law of which is subject to the transfer or new company;

6.

the entry of the SE in accordance with the rules of the host State;

7.

the entry of the European Cooperative Society in accordance with the rules of the Member State of State

has been made known. The time limit shall be maintained in the cases of § 2 para. 1 sentence 2 and 3 by filing with each first competent court. (2) The applicant shall give reasons for the application within the period referred to in paragraph 1. The justification for the application shall be:

1.

the name of the defendant;

2.

the presentation of the eligibility of the application in accordance with § 3;

3.

information on the nature of the structural measure and the compensation to be determined by the court in accordance with § 1;

4.

Specific objections against the appropriateness of the compensation in accordance with § 1 or, if applicable, against the company value determined as a basis for the compensation, insofar as this is contained in the documents mentioned in § 7 (3). If the applicant proves that he does not have these documents at the time of submission of the application for reasons which he does not have to represent, the time limit may, on request, be extended appropriately if he/she is The issuing department is required pursuant to Section 7 (3).

The application justification shall also give rise to the number of shares held by the applicant. Unofficial table of contents

§ 5 Application opponent

The application for a court decision in a procedure in accordance with § 1 is in the cases

1.

the number 1 against the other part of the enterprise contract;

2.

the number 2 against the main company;

3.

the number 3 against the principal 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 section 9 of the SE Implementation Act, against the establishment of a company which is an aspiring company;

6.

Number 6 against the European Cooperative Society

shall be directed. Unofficial table of contents

§ 6 Joint Representative

(1) The court shall, in order to safeguard its rights, appoint a joint representative to the applicant who is not the applicant himself; 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 request 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 an application or in the cases of § 1 No. 4 of the Social Contract, the Partnership Agreement, the Articles of Association or the Whereas the Staff Regulations of the transferor or the form-changing legal entity had intended to designate other sheets or electronic information media for the public notices, it must also make the order known there. (2) The joint representative may be used by the defendant in appropriate application of the Lawyers ' remuneration law requires the replacement of his/her outlays and a remuneration for his/her work; several defendant shall be liable as a total 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. (3) The joint representative may continue the proceedings even after a request has been taken back. In this case, it shall be equal to an applicant. Unofficial table of contents

§ 6a Joint representative on the establishment of an SE

In the case of the establishment of an SE by merger or the establishment of 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 327, 28.12.2001 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 establishment of an SE a common representative, who is not entitled to participate in the proceedings, and who is not entitled to participate in the proceedings, in order to safeguard its interests. § 6 (1) sentence 4 and (2) shall apply accordingly. Unofficial table of contents

Section 6b Common representative on the creation of a European Cooperative

When a European Cooperative Society is established by a merger in accordance with the procedure laid down in Council Regulation (EC) No 1435/2003 of 22 July 2003 on the Statute for a European Cooperative Society (SCE) (OJ L 245, 29.9.2003, p. 1). 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. Unofficial table of contents

§ 6c Joint representative in the case of cross-border merger

If, in the case of a cross-border merger (Section 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 shall order at the request of one or more of the following: Shareholders of a participating company, who are not themselves entitled to participate, in order to safeguard their interests, a joint representative who is involved in the diversion procedure. § 6 (1) sentence 4 and (2) shall apply accordingly. Unofficial table of contents

§ 7 Preparation of oral proceedings

(1) The court shall immediately inform the defendant and the joint representative of the applications submitted by the applicants. (2) The court shall at the same time request the defendant to reply in writing. 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 of First Instance sets a deadline of at least one month and is not to exceed three months. (3) In addition, the respondent has the report on the business contract, the inclusion report, the report on the transfer of the shares to the principal shareholder or to the conversion report after notification of the requests to 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 the joint representative. (4) The opinion in accordance with 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 may: Further preparatory measures are adopted. 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 are to be notified of any order. (6) The court may, even before the first date, provide evidence by experts for the clarification of preliminary questions, in particular on the nature and scope of the following evidence, for which: (7) Other documents which are relevant to the decision of the Court of First Instance have the defendant, at the request of the Court of First Instance, on the request of the Court of First Instance. Applicant or the Chairman of the Court of First Instance and, where appropriate, a court submit without delay appointed experts. The chairman may, at the request of the defendant, order that such documents may not be made available to the applicants if the secrecy is held for important reasons, in particular in order to safeguard production, operation or Business secrets, after consideration with the interests of the applicants, to be able to comment on the documents, is offered. The court may be seised against the decision of the chairman; the court's decision cannot be appealed. (8) For the enforcement of the respondent's obligation under paragraphs 3 and 7, § 35 of the law on the proceedings shall be in family matters and in the matters of voluntary jurisdiction. Unofficial table of contents

§ 8 Oral proceedings

(1) The court is to decide on the basis of oral proceedings. It is to take place as early as possible. (2) In the cases of § 7 (3) sentence 2, the court is to order the personal appearance of the expert examiners, if not according to his free conviction, the hearing of the examiner as a competent witness to the Clarification of the facts appears to be deprivation. 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 of individual questions by the expert examiner. (3) § § 138 and 139 as well as for the conduct of the oral proceedings § 279 para. 2 and 3 and § 283 of the Code of Civil Procedure shall apply accordingly. Unofficial table of contents

§ 9 Procedure to promote the procedure

(1) In the course of the oral proceedings and in the course of their written preparation, each party concerned shall bring forward his requests as well as his further submission as early as, according to the procedural situation of a careful and to the promotion of the proceedings. (2) the examiners who are present at the oral proceedings, or in the cases of § 8 (2), the expert examiners who are present at the oral proceedings are not expected to make any statements without prior notice of the proceedings , prior to the oral proceedings, shall be subject to preparatory written documents so that: (3) The respondent has to assert the admissibility of the applications within the time limit laid down in Section 7 (2) of the application. Unofficial table of contents

Section 10 Violation of the obligation to promote procedures

(1) Opinions or objections raised only after the expiry of a time limit set for this purpose (Article 7 (2) sentence 3, para. 4) shall only be permitted if, in accordance with the free conviction of the court, their admission to the proceedings is the execution of the legal dispute (2) If the person concerned is not in a timely manner contrary to Section 9 (1) or (2), it may be refused if, in accordance with the free conviction of the Court of First Instance, the authorisation of the (3) § 26 of the law on the procedure in family matters and in matters of voluntary jurisdiction shall not apply to this extent. (4) Late complaints relating to the admissibility of applications and not to be taken into account by the Office are only in cases where the person concerned has made sufficient apology for the delay. Unofficial table of contents

Section 11 Judicial decision; quality agreement

(1) The Court of First Instance decides by a reasoned 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 is governed by the rules of the Code of Civil Procedure. (3) The court has to grant its decision or the minutes of a comparison to the parties concerned. (4) A judicial settlement can also be concluded by this decision. , the parties shall accept a written settlement proposal by the Court of First Instance against the Court of First Instance by written submissions. The Court of First Instance shall determine the agreement and the content of a comparison concluded in accordance with the first sentence. Section 164 of the Code of Civil Procedure shall apply accordingly. The decision shall be notified to the parties concerned. Unofficial table of contents

§ 12 Complaint

(1) The appeal against the decision pursuant to § 11 shall be taken. The complaint can only be filed by filing a notice of appeal signed by a lawyer. (2) The state government may decide on the appeal by legal regulation for the counties of several Oberlandesgericht one of the Higher Regional Courts or the Supreme Regional Court, if this serves to secure a uniform case-law. The provincial government can transfer the authorization to the Land Justice Administration. Unofficial table of contents

Section 13 Effects of the decision

The decision shall take effect only 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. Unofficial table of contents

Section 14 Announcement of the decision

The final decision in a procedure according to § 1 is without reason in accordance with § 6 (1) sentence 4 and 5 in the cases

1.

the number 1 by the Board of Directors of the company whose external shareholders were entitled to claim;

2.

the number 2 by the management board of the main company;

3.

the number 3 by the principal shareholder of the company;

4.

the number 4 by the legal representatives of each of the accepting or new legal entities or of 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-Implementing Act by the legal representatives of the company, which aspiring to be established, and

6.

the number 6 by the legal representatives of the European Cooperative Society

to make known. Unofficial table of contents

§ 15 Costs

(1) The court costs may be imposed in whole or in part to the applicants if this corresponds to the equity. (2) The court orders that the costs of the applicants, which are necessary for the appropriate execution of the matter, are , to be reimbursed in whole or in part by the respondent, if this is in accordance with the outcome of the procedure of equity. Unofficial table of contents

Section 16 Jurisdiction in the case of performance

In the case of claims for compensation, payment or severance payment, the court of the first legal action and the same body shall be the sole competent authority which, in accordance with § 2, shall last the proceedings in the case of the proceedings, content. Unofficial table of contents

Section 17 General provisions; transitional provision

(1) Unless otherwise provided in this Act, the proceedings shall apply to the provisions of the Law on the Procedure in Family Matters and in the Matters of Voluntary Jurisdiction. (2) For procedures in which a The application for a court decision before 1 September 2003 is to be applied further to the relevant provisions of the German Stock Corporation Act and of the Transformation Act which apply until that date. The provisions of this Act shall apply to complaints procedures in which the appeal is filed after 1 September 2003.