22.01.2018 News
Oppenhoff advises KSB on its change of legal form into a German Partnership Limited by Shares (KGaA)
The legal form of the German Partnership Limited by Shares (Kommanditgesellschaft auf Aktien, KGaA) is becoming increasingly popular amongst German enterprises. With KSB, yet another leading Mittelstand company has opted for a KGaA. As of today the company now operates under the name of KSB SE & Co. KGaA, with a general partner in the form of a so-called “monistic” SE (i.e., a European Company with a one-tier governance system). Oppenhoff & Partner advised KSB on this change of legal form which gives the company an innovative overall structure as yet unique on the German market.
KSB Aktiengesellschaft’s transformation into the legal form of a KGaA was resolved at the ordinary general meeting held in the summer of 2017. The execution of the form change was delayed due to legal action taken by several minority shareholders. Following KSB’s application to the Higher Regional Court (OLG) of Zweibrücken for fast-track clearance and the subsequent withdrawal of the lawsuits, the form change could be registered in the German Commercial Register. The ordinary shares and preference shares in KSB are still listed on the Frankfurt and Düsseldorf stock exchanges after the change of form, in each case on the Regulated Market. The share exchange was implemented immediately following the registration of the change of form – in a cost-effective way for the client – without the need to issue a prospectus.
With a turnover of about 2.2 billion Euro and more than 15,000 employees, KSB is one of the world’s leading suppliers of pumps, valves and related services. It has been a stock corporation (AG) since 1887 and has been listed on a stock exchange since 1895. Its (indirect) anchor shareholder is the foundation KSB Stiftung.
Changing its legal form to that of a KGaA will enable KSB to finance further growth in future through equity capital measures, without impairing the role of the anchor shareholder. On the basis of similar considerations, a number of mostly family-run, listed enterprises have chosen the legal form of a KGaA over the past few years.
KSB Management SE, a so-called monistic Societas Europaea (SE), is assuming the role of general partner at KSB. The monistic SE is as yet a rarity in the German corporate landscape, and has not appeared to date as the general partner of a KGaA.
The Oppenhoff team comprised Dr Harald Gesell, Dr Nefail Berjasevic (both lead partners, both corporate law), Dr Günter Seulen, Dr Axel Wenzel, Dr Luise Hauschild, Katharina Erb, Alexandra Dölves (corporate law), Jérôme Friedrich, Dr Andreas Kopp (capital markets law; both Frankfurt), Marc Krischer, Matthias Bassüner, Mirco Florczak (tax law), Dr Gilbert Wurth, Dr Alexander Willemsen (employment law), Dr Vanessa Pickenpack and Dr Anna-Gesine Zimmermann (litigation).
In-house (Frankenthal): Dr H. Stefan Wiß (general counsel; lead partner), Ute Lang-Reiner (investor relations)
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