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Abstract
A German Federal Supreme Court ruling on acting in concert has provided legal certainty for shareholders in a German listed stock corporation. Under the Securities Acquisition and Takeover Act (WpUG), if individual shareholders of a German listed stock corporation coordinate their voting conduct to gain control of the company, they are considered to be acting in concert. It is one of the most controversial problems in German takeover law. The German regulation on acting in concert, stipulates that a mandatory offer must also be made when different shareholders coordinate their voting conduct and gain comparable influence even if no single shareholder holds 30% of the voting rights. But the regulation also states that agreements on the exercise of voting rights in individual cases are exempt. The potential reach of the wording of Section 30(2) is considerable. It applies not only to explicit agreements between shareholders, but also to the coordination of voting conduct in any other way. So the scope of Section 30(2) and the circumstances in which actions in concert can occur are highly disputed in Germany.