Der Einfluss der Verschmelzung durch Aufnahme auf Pfandrechte an Kapitalgesellschaftsanteilen

Share pledges are of eminent practical importance as credit security. If companies whose shares have been pledged are merged, in principle the German Transformation Act (UmwG) provides for the protection of the pledges by way of real subrogation. In numerous constellations, however, it is unclear whether this protection is guaranteed. What applies if the purchasing legal product does not issue new shares? What is the legal situation if it is unclear which shares the pledges will continue to apply to? Taking a critical look at the solutions suggested in research literature on this subject, the author of this study proposes an innovative and systematic solution to this problem, which is situated in-between corporate and credit security law, that is in line with the internal structure of the UmwG. The author is a qualified German attorney in an international law firm and advises in particular on corporate law, cross-border corporate transactions and VC financing.