14th ICCML Forum
Modernisation of stock corporation and financial market law by the Financing for the Future Act (26.09.2023)

The German legislator has once again taken on the task of strengthening the performance and increasing the attractiveness of the German capital market. In particular, it aims to facilitate access to the capital market for start-ups, growth companies, and small and medium-sized enterprises (see Draft Bill of the Future Financing Act – ZuFinG, Bundestag Document BT-Drs. 20/8292, p. 1). To this end, the legislator has committed to digitalisation, reducing bureaucratic hurdles, and enhancing internationalisation. A wide range of individual measures has been introduced under the so-called Future Financing Act (Zukunftsfinanzierungsgesetz, ZuFinG), including the reintroduction of previously abolished instruments such as multiple voting shares, new regulations for SPACs, and a further opening of corporate law to digitalisation, for instance through the introduction of electronic shares (e-shares).

The various corporate law provisions of the ZuFinG were critically examined at the Hamburg Forum hosted by the Institute for Corporate and Capital Markets Law (IUKR) at Bucerius Law School on 26 September 2023, under the title “Modernisation of Stock Corporation and Financial Market Law through the Future Financing Act.” Following an introduction to the ZuFinG by Ministerial Councillor (Ministerialrätin) Pferr, the forum featured presentations on the reintroduction of multiple voting rights (Dr. Ceesay), crypto shares (Jun. Prof. Dr. Guntermann), innovations in the law on capital increases (Dr. von der Linden), implications for company valuation (Dr. iur. habil. Schwarz), SPACs (special purpose acquisition companies) (Prof. Dr. Harnos), and innovations concerning the regulation of general terms and conditions in transactions between professional capital market participants (Prof. Dr. Linardatos). These presentations took a critical stance on the respective legal developments and sparked numerous lively discussions.

The discussions revealed that the ZuFinG has been generally well received. After the initial draft bill was subject to criticism (DAV, NZG 2023, 738), the responsible ministries took these comments into account and implemented notable improvements. However, the changes subsequently introduced by the German Bundestag have not gone without critique. Observers have pointed out that some of the legislative amendments undermine the original objective of enhancing the regulatory framework and were introduced without sufficient awareness of the underlying problems (Harnos, AG 2024, 873). In light of its ambitious goals, the ZuFinG must be seen as only a partial success. There remains considerable room for further improvement and legal development to effectively strengthen Germany’s capital market.

Article translated from: AG, ZuFinG-Sonderbeilage 6/2024, Editorial