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A Disclosure Statement reveals important facts about a company's financial situation, business practices, and potential risks to stakeholders. Under German corporate law, particularly the Securities Trading Act (Wertpapierhandelsgesetz), companies must provide these statements to protect investors and maintain market transparency.

Companies use Disclosure Statements to share key information about mergers, significant ownership changes, or financial developments that could affect market value. German regulators, like BaFin, require these statements for publicly traded companies, while private firms often use them during fundraising or due diligence processes. The document helps stakeholders make informed decisions and protects businesses from liability claims.

Companies need a Disclosure Statement when making significant changes that affect stakeholders or market value. Common triggers include planning a merger, acquiring major assets, changing top management, or discovering material financial developments. Under German law, publicly traded companies must file these statements with BaFin within specific deadlines after such events.

Private companies benefit from using Disclosure Statements during fundraising rounds, partnership negotiations, or when selling business units. The document protects both parties by creating a clear record of shared information. Many German firms prepare these statements proactively before due diligence processes begin, making transactions smoother and reducing legal risks.

• Financial Disclosure Statements: Required for publicly traded companies to report material changes in financial position, ownership, or market-affecting developments
• Compliance Disclosure Statements: Used in regulatory filings with BaFin to detail risk management practices and corporate governance structures
• Transaction Disclosure Statements: Common in M&A deals, detailing company assets, liabilities, and material contracts
• Investment Disclosure Statements: Required for financial products, outlining risks and terms for potential investors
• Environmental Disclosure Statements: Details environmental impacts and compliance with German sustainability regulations

• Corporate Legal Teams: Draft and review Disclosure Statements to ensure compliance with German securities laws and BaFin regulations
• Board Members: Review and approve statements before public release, bearing personal liability for accuracy
• Compliance Officers: Monitor ongoing disclosure obligations and maintain documentation for regulatory audits
• Investment Banks: Use statements during due diligence processes and help prepare them for corporate transactions
• Regulatory Bodies: Review and enforce disclosure requirements, particularly BaFin for listed companies
• Shareholders: Rely on these statements for investment decisions and corporate governance oversight

• Financial Data: Gather detailed financial statements, material contracts, and significant business developments from the past year
• Risk Assessment: Document known risks, market challenges, and potential future developments affecting company value
• Corporate Structure: Compile current ownership details, management positions, and significant organizational changes
• Compliance Check: Review BaFin guidelines and German securities laws for specific disclosure requirements
• Internal Review: Have key departments verify information accuracy before drafting begins
• Document Generation: Use our platform to create a legally compliant statement that includes all mandatory elements
• Final Verification: Cross-check all data points and have board members review before publication

• Company Information: Legal name, registration details, and current business address according to Handelsregister requirements
• Financial Status: Current financial position, material changes, and significant market-affecting developments
• Risk Factors: Detailed analysis of business, operational, and market risks as per BaFin guidelines
• Management Structure: Current board composition and significant ownership stakes above 3%
• Compliance Statement: Declaration of adherence to German Corporate Governance Code
• Data Protection: GDPR compliance measures and data handling procedures
• Verification Section: Board member signatures and date of approval
• Legal Disclaimer: Limitation of liability and forward-looking statements notice

A Disclosure Statement differs significantly from a Disclosure Agreement in both scope and application under German law. While both deal with information sharing, they serve distinct purposes in business and legal contexts.

• Legal Nature: Disclosure Statements are unilateral declarations required by regulatory bodies like BaFin, while Disclosure Agreements are bilateral contracts between specific parties
• Timing and Duration: Statements are point-in-time documents reflecting current conditions, while Agreements establish ongoing obligations between parties
• Content Focus: Statements broadly cover company-wide information for public or regulatory use, while Agreements specifically outline terms for sharing confidential information in private transactions
• Enforcement: Statements are enforced through regulatory compliance mechanisms, while Agreements are enforced through standard contract law
• Amendment Process: Statements require new filings for updates, while Agreements typically include provisions for modifications