Market Abuse / Surveillance in Germany

Key dates

31 December 2023

(assumed financial year end for 2023) – End of the 2023 financial year for Leo International Precision Health AG, starting the four‑month period for the annual financial information announcement

30 April 2024

– Latest permissible date for publishing the announcement stating from which date and at which web address the 2023 annual financial information is made publicly available (four months after year‑end)

30 June 2024

– Latest permissible date for publishing the half‑yearly financial report for the first half of the 2024 financial year (three months after the end of the reporting period, assuming 31 March 2024 as period end)

08 July 2026 Deadline

– BaFin imposes an administrative fine of €20,000 on Leo International Precision Health AG for failure to publish the required annual announcement for 2023 and the half‑yearly financial report for 2024 within the prescribed periods

30 July 2026

– Public announcement by BaFin of the enforcement measure and fine against Leo International Precision Health AG

Suggested considerations

• Map all WpHG‑related periodic reporting obligations (annual, half‑yearly, and any interim or ad‑hoc requirements) into a documented compliance calendar with responsible owners and system reminders well ahead of statutory deadlines.
• Implement a formal procedure to prepare, approve, and publish “Hinweisbekanntmachungen” that clearly specify the date and internet address of annual financial information, ensuring publication before the first public availability of the annual report and within four months of financial year‑end.
• Establish controls to guarantee that annual financial information is published both in the Company Register and on the issuer’s website, and that these publications are synchronised with the required announcements.
• Design and enforce a process for producing and publishing half‑yearly financial reports within three months after the end of each reporting period, including clear timelines for drafting, audit/review (where relevant), management approval, and technical website publication.
• Conduct a gap analysis of current financial reporting and disclosure procedures against WpHG requirements to identify any missing steps, unclear responsibilities, or weaknesses in escalation mechanisms for imminent deadline breaches.

What changed

• - Issuers domiciled in Germany with securities admitted to trading on an organised market in Germany must publish an announcement (“Hinweisbekanntmachung”) specifying the exact date and internet...
• The announcement on annual financial information must be published no later than four months after the end of each financial year and must be issued before the first public availability of the...
• Annual financial information must be made publicly available on the internet in addition to its disclosure in the Company Register (Unternehmensregister), and the announcement obligation relates...
• Issuers must publish a half‑yearly financial report no later than three months after the end of each reporting period.
• Failure to publish financial reports or the required announcements, or failure to do so within the prescribed periods, constitutes a contravention of the WpHG and exposes the issuer to administrative...

Key dates

August 2025

- The relevant shareholder failed to submit voting rights notifications within the prescribed four‑trading‑day period after crossing thresholds in the issuer

15 July 2026 Deadline

- BaFin imposed two administrative fines of €55,000 each on the natural person for non‑compliance with voting rights notification obligations under sections 33 et seq. WpHG

23 July 2026

- BaFin published the anonymised enforcement measure, indicating that an appeal against the administrative fine order may be lodged

Suggested considerations

• Map all shareholdings in German‑listed issuers (including derivatives and instruments conferring voting rights) against the WpHG notification thresholds and maintain a central register of current and potential reportable positions.
• Implement or enhance automated monitoring tools and internal controls to detect in real time when voting rights in a German‑listed issuer are about to reach, exceed, or fall below a threshold, triggering a four‑trading‑day notification period.
• Establish a clear, documented procedure for preparing and submitting voting rights notifications to both the issuer and BaFin, including responsible owners, escalation paths, and backup arrangements for absences or system outages.
• Review and update internal policies, shareholder disclosure manuals, and client onboarding documentation to explicitly reflect the four‑trading‑day deadline and the requirement to notify both the issuer and BaFin when thresholds are crossed.
• Train front‑office, trading, corporate actions, and legal/compliance staff (including those outside Germany) on German voting rights notification rules, focusing on threshold levels, calculation principles (including aggregation across entities and instruments), and timelines.

What changed

• - BaFin reiterates that shareholders must notify both the issuer and BaFin when their voting rights in an issuer reach, exceed, or fall below specified thresholds, in line with sections 33 et seq.
• The publication confirms that the notification must be made within four trading days from the triggering event (i.e. crossing of a relevant voting rights threshold).
• BaFin highlights that failure to notify, or to notify within the prescribed four‑trading‑day period, constitutes an administrative offence under the WpHG.
• The notice confirms that BaFin can impose administrative fines on natural persons for breaches of the voting rights notification obligation up to a statutory maximum of €2 million.
• The case illustrates BaFin’s willingness to impose multiple fines for multiple notification failures arising from separate threshold crossings or reporting obligations within a given period.

Key dates

28 March 2024

- EU‑level PFOF prohibition under revised MiFIR enters into force, generally banning payment for order flow in the EU, subject to transitional national exemptions

30 June 2026

- German national exemption allowing PFOF for orders from in‑country clients to in‑country firms expires; after this date no new orders may rely on the exemption

01 July 2026

- Full application of the PFOF ban to German clients and German‑authorised firms; credit institutions and investment firms are prohibited from accepting any third‑party payments or benefits for forwarding client orders, and BaFin’s supervisory statement takes practical effect

22 July 2026

- BaFin publishes its supervisory statement specifying rules for neobrokers and other firms on how to comply with the PFOF ban and explaining ESMA’s interpretative decisions and consumer impacts

Suggested considerations

• Identify and map all current remuneration streams linked to order routing, including explicit PFOF arrangements, volume‑based rebates, and other benefits from market makers or venues, and cease any arrangements that constitute PFOF or similar third‑party inducements for forwarding orders.
• Review and update MiFID II / MiFIR inducement policies to explicitly classify PFOF and similar execution‑related rebates as prohibited benefits, ensuring no reliance on inducement disclosure or quality‑enhancement arguments to justify them.
• Amend best‑execution policies and procedures to remove any consideration of third‑party payments from venues or market makers in the execution‑venue selection process and to emphasise price, cost, speed, likelihood of execution, and other MiFID II best‑execution factors.
• Conduct a conflicts‑of‑interest assessment to identify any residual incentives or arrangements that could compromise the duty to act in the best interests of clients in order routing, and implement mitigation measures or remove such conflicts where necessary.
• Redesign pricing and revenue models for neobroker and low‑fee brokerage services to replace PFOF‑funded “zero‑commission” offerings with compliant alternatives, such as explicit commissions, spreads, subscription fees, or other transparent charges.

What changed

• - Credit institutions and investment firms are no longer permitted to accept payments, fees, commissions or non‑monetary benefits from third parties (e.g.
• The prohibition applies to the forwarding of both retail and professional client orders and covers any form of economic benefit linked to routing orders to a specific counterparty or venue.
• Germany’s previous use of the MiFIR national exemption for domestic clients has ended; there is no longer any national carve‑out for PFOF in relation to clients resident or established in Germany.
• BaFin’s supervisory statement specifies how firms must interpret and apply the EU‑level PFOF ban in practice, including alignment with ESMA’s interpretative decisions on the scope of prohibited...
• The stated regulatory objective is to improve the quality of client order execution and prevent conflicts of interest arising from execution venues or market makers incentivising brokers to route...

Key dates

10 July 2026

- BaFin imposes administrative fines totaling €187,500 on Brown Capital Management LLC for failures to submit voting rights notifications within the prescribed period under WpHG

22 July 2026 Deadline

- BaFin publicly announces the administrative fine order and reiterates the four‑trading‑day notification deadline and the legal framework for voting rights notifications

TBD Deadline

- Deadline for Brown Capital Management LLC to lodge an appeal against the administrative fine order, in line with German administrative procedure and appeal timelines (not specified in the publication)

Ongoing

- For all shareholders subject to WpHG, the obligation persists to notify the issuer and BaFin within four trading days whenever relevant thresholds are reached, exceeded or fallen below

Suggested considerations

• Map all portfolios and mandates to identify direct and indirect holdings of shares and related instruments in German issuers subject to WpHG voting rights notification rules.
• Implement or enhance an automated monitoring tool that aggregates positions at group level (including funds, managed accounts and derivatives) and flags when WpHG thresholds are approached or crossed.
• Review and document internal procedures to ensure that notifications to affected issuers and to BaFin are drafted, approved and submitted within the four‑trading‑day statutory deadline.
• Ensure that legal and compliance teams fully understand the WpHG threshold framework (including initial thresholds and subsequent incremental thresholds, and attribution rules) and maintain up‑to‑date written guidance and checklists.
• Establish a clear allocation of responsibilities between portfolio management, trading, operations, legal and compliance for detecting threshold crossings and preparing notification forms.

What changed

• - BaFin has formally confirmed an enforcement action where late or missing voting rights notifications under sections 33 et seq.
• The publication reiterates that shareholders must notify both the issuer and BaFin within four trading days when their voting rights reach, exceed, or fall below certain statutory thresholds in...
• BaFin explicitly links failures to notify or late notifications to administrative offences under the WpHG, with potential fines for legal persons of up to €10 million or up to 5% of total turnover,...
• The communication reflects BaFin’s continued focus on the proper functioning and attractiveness of EU capital markets, framing voting rights notification compliance as a core transparency tool rather...
• The case signals that BaFin is prepared to sanction non‑German firms (such as US‑based Brown Capital Management LLC) when their holdings in German issuers trigger WpHG thresholds and the resulting...

Key dates

16 July 2026

- BaFin imposes a €240,000 administrative fine on TeamViewer SE for violating Article 17(1) MAR by failing to disclose a cyberattack without delay

20 July 2026

- BaFin publishes the enforcement notice detailing the breach, the nature of the inside information (cyberattack), and the applicable fine range under MAR

Suggested considerations

• Conduct an immediate review of incident classification frameworks to ensure that significant cyberattacks are systematically assessed for MAR “inside information” criteria, including likely price impact.
• Update ad hoc disclosure policies and procedures to explicitly cover cyber incidents, including clear triggers, escalation paths, and decision-making timelines for potential MAR disclosures.
• Implement or enhance cross-functional incident response governance so that Security / IT, Legal, Compliance and Investor Relations jointly evaluate cyber events for ad hoc disclosure obligations.
• Review and, where necessary, revise Board and senior management training to cover MAR Article 17 obligations in the context of cyber incidents and operational disruptions.
• Test existing “ad hoc announcement” workflows (including drafting, approval and publication mechanisms) to confirm the firm can publish inside information on cyberattacks “as soon as possible” in practice, including outside normal business hours.

What changed

• - BaFin has explicitly treated a material cyberattack on a listed software company as *inside information* that must be disclosed without delay under Article 17(1) MAR.
• The decision confirms that failure to publish inside information “as soon as possible” constitutes a contravention of subparagraph 1 of Article 17(1) MAR and is subject to administrative fines.
• BaFin reiterates that issuers based in Germany with securities traded on an organised market in Germany are subject to an ad hoc disclosure obligation for inside information.
• BaFin highlights that inside information includes precise, non-public information directly or indirectly relating to an issuer or its instruments, which would likely have a significant price effect...
• The enforcement action illustrates BaFin’s willingness to use its full MAR toolkit on disclosure failures, with potential maximum fines of €2.5 million or up to 2% of total revenue for similar...

Key dates

31 March 2025 (inferable) Deadline

– Latest date by which VARTA AG should have published its 2024 half‑yearly financial report, assuming a 30 September 2024 half‑year‑end and the WpHG three‑month deadline (the obligation is explicit; the precise calendar date is inferable from the three‑month rule)

31 March 2025 (inferable)

– Latest date by which VARTA AG should have published the announcement stating when and where the 2024 half‑yearly financial report would be made publicly available, and in any case before the report itself

23 June 2026

– BaFin imposes administrative fines totalling €620,000 on VARTA AG for breaches of MAR ad‑hoc disclosure obligations and WpHG financial reporting obligations

01 July 2026

– BaFin publishes the enforcement notice on its website

09 July 2026

– BaFin modifies the publication (e.g. editorial changes), confirming ongoing communication around the enforcement case

Suggested considerations

• Review and, where necessary, update internal MAR Article 17(1) ad‑hoc disclosure policies to ensure that all inside information is identified promptly and disclosed to the market without undue delay.
• Implement or strengthen inside information identification and escalation procedures, ensuring front‑office, finance, strategy and legal functions can rapidly flag potentially price‑sensitive, non‑public information to compliance and the executive board.
• Conduct a gap analysis of past and upcoming financial reporting cycles (annual and half‑yearly) to confirm that all reports and associated announcements have been published within the WpHG three‑month deadlines and in the prescribed form.
• Establish a formal reporting calendar that clearly tracks statutory deadlines for half‑yearly financial reports and “Hinweisbekanntmachungen”, with responsibility assigned to named owners in finance, legal and investor relations.
• Review and update disclosure committee charters or equivalent governance structures to ensure clear accountability for MAR‑relevant decisions, including documentation of the assessment of inside information and any delay decisions.

What changed

• - BaFin reinforces that issuers on an organised market must publish inside information “without delay” under Article 17(1) MAR; failure to do so constitutes an administrative offence subject to...
• The publication clarifies the maximum fine levels for MAR ad‑hoc disclosure breaches: up to €2.5 million or 2% of total turnover, whichever is higher, for legal persons.
• BaFin reiterates half‑yearly financial reporting obligations under the German Securities Trading Act (WpHG): issuers must publish half‑yearly financial reports no later than three months after the...
• In addition to the report itself, firms must publish a separate announcement (“Hinweisbekanntmachung”) specifying when and where the half‑yearly financial report will be publicly available (including...
• BaFin confirms that failure to publish financial reports and the corresponding announcements, or to do so within the prescribed period, is a WpHG contravention and subject to enforcement.

Key dates

November 2025 Deadline

- Resolution Capital Limited failed to submit a required voting rights notification within the prescribed four‑trading‑day period, constituting a contravention of sections 33 et seq. WpHG

27 May 2026

- BaFin imposed an administrative fine of €80,000 on Resolution Capital Limited for a breach of supervisory duties linked to the November 2025 notification failure

11 June 2026

- BaFin published the enforcement measure (“Resolution Capital Limited: BaFin imposes administrative fine”) on its website

26 June 2026

- The BaFin publication was modified, indicating finalisation or minor updates to the public notice

Suggested considerations

• Map all holdings in German listed equities and associated financial instruments to WpHG voting rights thresholds and implement automated monitoring to detect when thresholds are reached, exceeded, or fallen below.
• Establish and document internal procedures to ensure that both the issuer and BaFin are notified within four trading days whenever WpHG thresholds are triggered, including clear allocation of responsibilities and escalation paths.
• Review and strengthen organisational measures (policies, systems, controls) to prevent or significantly impede late or missed voting rights notifications, evidencing compliance with supervisory duty expectations under WpHG.
• Conduct a gap analysis of existing major shareholding and transparency procedures against WpHG requirements, and remediate identified weaknesses, including in data feeds, trade capture, and aggregation of voting rights across entities and portfolios.
• Train front‑office, operations, and compliance staff on WpHG voting rights notification obligations, including thresholds, calculation methodologies, timelines, and dual notification requirements to issuers and BaFin.

What changed

• - BaFin has reaffirmed that shareholders must notify both the issuer and BaFin within four trading days when their voting rights reach, exceed, or fall below specified thresholds under sections 33 et...
• BaFin explicitly links late or missing voting rights notifications to contraventions of section 33 et seq. WpHG, which can trigger administrative fines.
• The publication clarifies that BaFin may impose fines either for each individual contravention or for a breach of supervisory duties, broadening enforcement beyond isolated reporting errors to...
• For legal entities, BaFin reiterates that the maximum possible fine for such infringements is €10 million or up to 5% of total revenue, whichever is higher under the WpHG regime.
• BaFin emphasizes that a breach of supervisory duties arises where a firm fails to take sufficient organisational measures to prevent or significantly impede contraventions, signalling expectations...

Key dates

April 2025

- Van Lanschot Kempen Investment Management N.V. fails in two cases to submit voting rights notifications within the prescribed period

11 May 2026

- BaFin imposes an administrative fine of €55,000 on Van Lanschot Kempen Investment Management N.V. for breach of supervisory duties related to WpHG contraventions

02 June 2026

- BaFin publishes the enforcement notice on its website, detailing the nature of the breach and the fine imposed

Suggested considerations

• Review and map all holdings and mandates that are subject to German WpHG voting rights notification requirements, including fund, mandate, and proprietary positions in German listed issuers.
• Implement or enhance automated monitoring systems to track voting rights positions against WpHG thresholds and to flag potential threshold crossings in near real time.
• Establish clear internal procedures to compute voting rights positions according to WpHG rules, including aggregation across funds, accounts, and instruments, and to identify when positions reach, exceed, or fall below relevant thresholds.
• Confirm and document responsibilities between front office, middle office, legal, and compliance teams for identifying threshold crossings and initiating notifications to issuers and BaFin.
• Implement a control framework that ensures voting rights notifications are drafted, approved, and submitted to issuers and BaFin within four trading days of the triggering event.

What changed

• - BaFin reiterates that shareholders subject to German transparency rules must notify both the issuer and BaFin within four trading days when their voting rights reach, exceed, or fall below...
• BaFin clarifies that failure to submit voting rights notifications within the prescribed period constitutes a contravention of sections 33 ff. WpHG, exposing firms to administrative fines.
• BaFin confirms that it may impose fines either per individual contravention or for a breach of supervisory duties, thereby targeting not only the specific lapse but also deficiencies in the firm’s...
• For legal entities, BaFin restates that the maximum administrative fine for WpHG disclosure breaches is €10 million or up to 5% of total revenue, whichever is higher.
• In this case, BaFin chose to sanction a breach of supervisory duties, expressly stating that the firm did not take sufficient organisational measures to prevent or significantly impede the voting...

Key dates

01 January 2026

- BaFin’s increased threshold for managers’ transaction notifications under Article 19 MAR (from €20,000 to €50,000 per calendar year) takes effect, impacting when own‑account transactions become reportable

09 April 2026

- BaFin imposes administrative fines totalling €90,000 on a natural person for failure to submit notifications of own‑account transactions in breach of Article 19(1) MAR

05 May 2026

- BaFin publishes the enforcement notice on its website, making the sanction and underlying conduct publicly known for deterrence and transparency

07 May 2026

- The enforcement publication is modified/updated by BaFin (e.g. editorial adjustments), confirming the current version of the notice

Three business days after each transaction date (ongoing obligation) Deadline

- PDMRs and closely associated persons must notify the issuer and BaFin of own‑account transactions in the issuer’s securities or related instruments no later than three business days after the transaction

Suggested considerations

• Review existing MAR Article 19 managers’ transaction policies and procedures to ensure they explicitly require notification to the issuer and BaFin within three business days of the transaction date.
• Implement or enhance automated monitoring and reminder systems that track PDMR and closely associated persons’ trading and flag the three‑business‑day reporting deadline to both individuals and compliance teams.
• Update internal guidance and PDMR onboarding materials to clarify the increased €50,000 annual reporting threshold effective 01 January 2026 and how to aggregate transactions across the calendar year.
• Map and maintain a current register of all persons closely associated with each PDMR (including natural and legal persons) and ensure they are contractually or formally bound to comply with Article 19 MAR notification obligations.
• Establish clear escalation procedures whereby any missed or late notification is immediately reported to compliance, assessed for regulatory breach, and, where appropriate, self‑reported to BaFin.

What changed

• - The publication reaffirms that persons discharging managerial responsibilities (PDMRs) and persons closely associated with them must notify both the issuer and BaFin of any own-account transactions...
• BaFin clarifies that failure either to notify at all or to notify within the three-business-day deadline constitutes a breach of Article 19(1) MAR and may be sanctioned via administrative fines.
• The publication reiterates BaFin’s fining powers for infringements of Article 19(1) MAR, up to €500,000 for natural persons and up to €1,000,000 for legal persons.
• In the specific case reported, BaFin imposed administrative fines totalling €90,000, signalling a materially significant level of sanction for non‑submission of managers’ transaction notifications.
• The background section restates that the issuer must publicly disclose the information contained in managers’ transaction notifications, emphasising the transparency function within the MAR regime.

Key dates

2022 (end of year)

– flatexDEGIRO SE becomes aware of BaFin’s section 44 KWG special inspection findings on shortcomings in proper business organisation and fails to publish an ad hoc disclosure “as soon as possible.”

20 April 2026

– BaFin imposes an administrative fine of €1,000,000 on flatexDEGIRO SE for infringement of the MAR ad hoc disclosure obligation in Article 17(1)

30 April 2026

– BaFin publicly announces the administrative fine and publishes the enforcement notice

07 May 2026

– BaFin modifies or updates the published enforcement notice (administrative information change, not a new regulatory obligation)

Suggested considerations

• Review and update internal MAR Article 17 policies to ensure that all supervisory findings, particularly section 44 KWG special inspections revealing organisational shortcomings, are assessed promptly and systematically for potential classification as inside information.
• Implement or strengthen formal escalation procedures so that supervisory findings and other potential inside information are immediately escalated from risk, compliance, and legal to the issuer’s disclosure committee or senior management for rapid ad hoc disclosure decisions.
• Ensure that any information determined to be inside information is disclosed “as soon as possible” via a formal MAR‑compliant ad hoc announcement and not merely via a standard press release or non‑regulated communication channel.
• Review current disclosure controls and procedures to confirm that ad hoc announcements are distinguished clearly from general press releases, including separate workflows, templates, approval chains, and distribution lists.
• Conduct a gap analysis of past supervisory communications and regulatory inspections to confirm that no potentially price‑sensitive findings were handled only as press releases; remediate control failures and document lessons learned.

What changed

• - BaFin confirms that supervisory findings from a section 44 KWG special inspection that identify shortcomings in proper business organisation can constitute inside information requiring ad hoc...
• BaFin re‑emphasises that issuers must disclose inside information “as soon as possible” and that delayed or gradual communication via standard press releases does not satisfy MAR ad hoc disclosure...
• BaFin reiterates its power to impose administrative fines for failures to publish inside information in a timely and proper manner, up to €2.5 million or 2% of total revenue, and demonstrates its...
• BaFin clarifies that the appropriate format for investor‑relevant inside information is a MAR‑compliant ad hoc disclosure, not a general press release, and that any delay or downgrading of format can...
• The publication reinforces that issuers domiciled in Germany whose instruments are traded on organised markets or MTFs remain fully subject to MAR ad hoc disclosure obligations, including for...

Key dates

15 October 2025

- BaFin imposes six administrative fines of EUR 40,000 each on a natural person for failure to submit voting rights notifications under the WpHG

21 April 2026 Deadline

- BaFin publishes the enforcement notice “Non‑compliance with notification requirements: BaFin imposes administrative fines,” providing background on voting rights notification rules and the fines imposed

TBD

- Ongoing obligation for shareholders and other parties subject to section 33 WpHG to submit voting rights notifications within four trading days whenever statutory thresholds are reached, exceeded, or fallen below

Suggested considerations

• Map all holdings of German‑listed shares across the group, including subsidiaries and controlled entities, to ensure accurate aggregation of voting rights for threshold monitoring under section 33 WpHG.
• Implement or enhance automated monitoring systems that track voting rights positions in German issuers against the statutory thresholds (3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, 75%) and flag potential reportable events in real time.
• Establish internal procedures to ensure that any threshold crossings are identified and notified to both the issuer and BaFin within four trading days, including clear workflows, responsibilities, and escalation paths.
• Standardise use of the binding BaFin/WpAV voting rights notification form and integrate it into internal reporting templates and the BaFin MVP reporting portal processes.
• Train front‑office, trading, portfolio‑management, and legal/compliance staff on the WpHG voting rights disclosure regime, including treatment of subsidiaries’ holdings and consequences of late or missing notifications.

What changed

• - BaFin reiterates that shareholders must notify both the issuer and BaFin within four trading days when their voting rights in a listed issuer reach, exceed, or fall below specific statutory...
• Voting rights held by subsidiaries are deemed to be attributable to the parent undertaking and must be included when assessing whether disclosure thresholds are triggered.
• Parties subject to voting rights notification requirements are required to use the binding notification form prescribed in section 12(1) of the German Securities Trading Reporting Regulation (WpAV).
• A failure to notify threshold crossings to both the issuer and BaFin constitutes a violation of section 33(1) sentence 1 WpHG and can lead to administrative fines.
• BaFin confirms that, where imposed on a natural person, the administrative fine for breaches of voting rights notification duties can be up to EUR 2 million per infringement.

Key dates

June 2022 – March 2023

Period during which Barclays failed to submit 26 notifications

March 10, 2026

Date BaFin imposed the €1.65 million fine

March 27, 2026

Publication date of BaFin enforcement announcement

Four trading days

Maximum period to submit notifications after threshold event occurs

Suggested considerations

• *Audit existing processes: Conduct a comprehensive review of voting rights notification procedures, particularly for German-listed issuers, to identify any gaps or delays in submission timelines
• *Strengthen monitoring systems: Implement automated systems to track threshold events in real-time and flag notifications due within the four-trading-day window
• *Enhance organizational controls: Establish clear internal procedures, segregation of duties, and escalation protocols to prevent notification delays—BaFin specifically cited inadequate organizational measures in this case
• *Verify submission records: Maintain comprehensive documentation of all notifications submitted to BaFin and issuers, including timestamps and confirmation of receipt
• *Train relevant personnel: Ensure trading, portfolio management, and compliance teams understand the notification obligations and their respective responsibilities

What changed

• The enforcement action does not introduce new regulatory requirements but rather clarifies BaFin's enforcement posture regarding existing obligations under sections 33 et seq. of the WpHG.
• Notification thresholds: Shareholders must notify when voting rights reach, exceed, or fall below 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50%, or 75%
• Notification timeline: Notifications must be submitted to both the issuer and BaFin within four trading days of the threshold event
• Scope expansion: Notifications apply to direct share holdings and certain financial instruments creating economic interest in shares
• Enforcement basis: BaFin can impose fines for individual contraventions or for breach of supervisory duties (failure to implement adequate organizational measures)

Key dates

Q1 2024 (exact date unspecified)

- Schaeffler AG's financial results deviated significantly from market expectations, triggering ad hoc disclosure obligation

4 March 2026

- BaFin imposed the €180,000 administrative fine on Schaeffler AG for MAR violation

26 March 2026

- BaFin publicly announced the enforcement action

Suggested considerations

• Implement or enhance inside information monitoring processes: Establish clear criteria for identifying "significant deviations" from market expectations in financial results, consensus forecasts, or guidance.
• Strengthen ad hoc disclosure protocols: Ensure immediate (without undue delay) publication via approved channels upon identification of inside information; document decision timelines.
• Conduct internal audits and training: Review past disclosures for similar lapses; train IR and finance teams on MAR Article 17(1) and BaFin guidance.
• Scenario testing: Simulate earnings surprises to test disclosure speed and escalation procedures.
• Monitor BaFin enforcement trends: Affected firms under similar obligations should assess exposure and prepare for potential inspections.

What changed

This is not a regulatory change but an enforcement case reaffirming existing MAR requirements under Article 17(1), first subparagraph, which mandates immediate public disclosure of inside information. Inside information is defined as precise, non-public information relating to issuers or financial instruments that, if made public, would likely significantly affect prices. Significant deviations from market expectations in financial results qualify as such, requiring disclosure without delay to prevent insider trading advantages and ensure informed investor decisions.

Key dates

30 September 2024 Deadline

- Deadline for H1 2024 half-yearly report announcement (three months after period end, i.e., 30 June 2024); aap Implantate AG violated by not publishing before report availability

3 March 2026

- Date BaFin imposed €158,000 fine on aap Implantate AG

18 March 2026

- BaFin public announcement of the enforcement action. https://www.bafin.de/SharedDocs/Veroeffentlichungen/EN/Massnahmen/Bilko/Massnahmen/meldung_2026_03_18_aap_Implantate_AG_en.html?cms_expanded=true

Suggested considerations

• Implement automated monitoring and calendar systems to track half-yearly report preparation and ensure announcements are drafted/published before report release and within three months post-period.
• Integrate with Unternehmensregister filings; designate specific websites for report access and confirm public availability dates in announcements.
• Establish compliance function oversight per MaComp (e.g., risk assessments, reporting to management) to prevent lapses, including insider lists and ad-hoc disclosure procedures under WpHG Sections 12-14, 26.
• Conduct internal audits of past disclosures; train IR/compliance teams on WpHG transparency rules; use tools for WpHG automation (e.g., insider trading prevention, disclosures).
• Report violations promptly via BaFin whistleblower channel if detected.

What changed

• No new regulatory changes are introduced; this is an enforcement of existing WpHG requirements. Key obligations reaffirmed:
• Issuers of securities traded on organized markets in Germany must publish an announcement stating the date from which and website where half-yearly financial reports are publicly available on the...
• Announcements must be made no later than three months after the end of the reporting period (e.g., for H1 2024, by 30 September 2024) and before the report's first public availability.
• Purpose: Ensure simultaneous access for stakeholders to financial information on net assets, financial position, results, forecasts, opportunities, and risks, supporting informed investment decisions.
• Violations trigger administrative fines by BaFin, with maximums of €10 million or 5% of total revenue.

Key dates

No later than three months after end of each reporting period (e.g. by 30 September 2024 for a 30 June 2024 half‑year) Deadline

– Deadline by which the issuer must publish the announcement stating when and where the half‑yearly financial report will be made publicly available on the internet

Before first public availability date of the half‑yearly report (2024) Deadline

– The announcement must be published prior to the initial public availability of the half‑yearly financial report on the specified website and in addition to disclosure in the Company Register

31 December 2024 (inferable)

– End of the 2024 financial year for calendar‑year issuers; the 2024 half‑yearly reporting period would typically end on 30 June 2024, establishing the timing reference for the announcement obligation

03 March 2026 Deadline

– BaFin imposes an administrative fine of EUR 158,000 on aap Implantate AG for failure to publish the required announcement relating to the 2024 half‑yearly financial report

18 March 2026

– BaFin publishes the enforcement notice regarding the fine

Suggested considerations

• Map all WpHG periodic reporting obligations (annual, half‑yearly, and any quarterly reports) and explicitly include the announcement requirement for timing and website disclosure in the firm’s reporting calendar and compliance framework.
• Implement a documented pre‑publication announcement process that ensures an announcement is drafted, approved, and published no later than three months after the end of each reporting period and before the relevant report is first made publicly available.
• Update internal disclosure controls and procedures to treat the announcement as a mandatory regulatory disclosure, with clear ownership assigned to legal/compliance and investor relations teams.
• Configure internal reporting and IT systems so that the company website hosting financial reports and the Company Register disclosure are coordinated with the timing of the announcement, avoiding publication of the report before the announcement has been made.
• Review and update WPHG compliance policies and board‑approved disclosure policies to reference Section 115(1) sentence 2 WpHG and the requirement to announce the date and internet address of half‑yearly financial reports.

What changed

• - Issuers domiciled in Germany with securities admitted to trading on an organised market in Germany must publish an announcement specifying when and on which website their half‑yearly financial...
• The announcement must be published no later than three months after the end of the reporting period and before the half‑yearly financial report is made publicly available for the first time.
• Failure to publish this announcement constitutes a contravention of the German Securities Trading Act (WpHG) and can be sanctioned by BaFin via administrative fines.
• BaFin has clarified in practice that fines for such failures can be significant, with the legal maximum set at EUR 10 million or up to 5% of total revenue.
• The case confirms that BaFin will actively monitor compliance with periodic financial reporting announcement requirements, not just the underlying financial statements themselves.