2018 should be the strongest year for IPOs in a long time. Thus, the Deutsches Aktieninstitut focused its primary market conference on current questions and developments regarding the topic of initial public offerings. On January 30, at the Steigenberger Frankfurter Hof near Willy-Brandt-Platz, 60 attendants from companies, banks, legal firms and consultancies met for an extensive exchange on the matter.
The spectrum of topics ranged from the new prospectus regulation (ProspektVO), which comes into effect in June 2019 in the European Union (EU), to experience reports from VARTA and Uniper. During the boom years in the late 90s, mainly young startups with new business models came onto the stock markets, nowadays spin-offs, well-established companies or at least proven business models mark the IPO scene.
For these, the rather dry appearing KGaA legal form can serve as a bespoke solution – especially if the old shareholders want to stay in control. An example for an upcoming initial public offering of a GmbH & Co. KGaA is the DWS (Deutsche Asset Management) with Deutsche Bank as limited partner. Through a so-called Joint Committee, the Supervisory Board should have a greater say than usually common in a KGaA. This shows the flexibility of the arrangement of the KGaA system.
Slightly out of focus is the listing of German companies in the USA. In the 90s, German issuers listed peaked at around 30. However, after the Sarbanes-Oxley Act of 2002, more than two-thirds of them delisted and deregistered.
Since 2012, the Jumpstart Our Business Startups Act (JOBS Act) made listing on the US stock markets more attractive, especially for small business with annual turnovers of no more than 1,07 billion USD. German companies who are considering this, should note the following three aspects: 1) The coordination of reliable time tables with BaFin is possible, which is not always a given with the SEC. 2) financial statements need to be submitted in the USA after the US GAAP or the original IFRS, not in the EU version. 3) Essential contracts must be attached with the registration statement. For this reason, trivago had to translate and publish the rental agreement of its new headquarters in Düsseldorf. Whichever proposals the European legislators could extract from the JOBS Act, remained inconclusive at the conference. The listing in the USA offers a solution for companies with very specific conditions.
by Charlotte Brigitte Looß