Contributed By CHSH Cerha Hempel Spiegelfeld Hlawati
A distinction must again be drawn between mandatory offers, voluntary offers aimed at obtaining control and purely voluntary offers:
a) 50% plus one vote enables a shareholder to take majority decisions in the general meeting, in particular electing members of the supervisory board, which in turn decides on the managing board's composition, distribution of dividends and similar;
b) 75% of the votes (a qualified majority) enable a shareholder to amend almost all provisions of the articles of association and to implement most types of corporate restructurings (mergers, transformation, spin-offs, etc); and
c) 90% of the shareholding enables a shareholder to initiate a squeeze-out of minority shareholders (see 6.10 Squeeze-out Mechanisms, below) with the aim of acquiring up to 100% ownership.