What are the legal requirements for shareholder pooling?

Larger shareholders often want small minority shareholders to be grouped together in a shareholder pool. This is a legal trick to subordinate the handling of these shareholder rights to the majority shareholder rights. Often a legal entity is established for this purpose and, for cost reasons, a partnership rather than a corporation. Legally, this has the disadvantage that each shareholder can withdraw their authorisation to participate in this partnership, i.e. the pooling. It is also necessary to check whether a prospectus obligation applies despite pooling, or whether the loan amounts of convertible loans are subject to withholding tax (35 per cent) for tax purposes. It may even be the case that a convertible bond with a discount is valued as a zero-coupon bond and the difference between the loan amount and the conversion amount is taxed at 35 per cent withholding tax.

All FAQs Published at: 2024-02-05