Definitions; applicable provisions

(1) The listing shell stock corporation is a company formed for the purpose of achieving its own admission to exchange trading. The object of the company is the administration of its own assets, the preparation and conduct of its own listing, and the preparation and conclusion of the acquisition transaction that satisfies the criteria described in the exchange admission prospectus and relates to an undertaking not listed on a securities exchange (target transaction).
(2) The target transaction comprises all forms of acquisition, including conversions under the Transformation Act, in which the listing shell stock corporation acquires at least three quarters of the shares of the target company, or the assets of the target company are transferred in full to the company.
(3) The continued existence of the listing shell stock corporation depends on the completion of the target transaction within the period fixed in the company's articles of association. The company's articles of association must for that purpose contain a period of between 24 and 36 months. The period begins on the day the shares are admitted to trading on the regulated market. Where no target transaction has been completed within the period, the period may be extended by a resolution amending the articles of association, by up to twelve months at a time, provided the total period does not exceed 48 months.
(4) The special provisions of sections 44 to 47b apply to stock corporations where 1. their articles of association contain the object named in subsection (1) and the time limitation under subsection (3), 2. their securities have been admitted to trading on a regulated market under section 32, and 3. their articles of association provide for the possibility of holding a virtual general meeting under section 118a of the Stock Corporation Act.
(5) The listing shell stock corporation must be constituted as a stock corporation within the meaning of section 1 of the Stock Corporation Act. The company name of the listing shell stock corporation must contain the designation "Börsenmantelaktiengesellschaft" or a generally understood abbreviation of that designation.
(6) An initiator is every shareholder of the listing shell stock corporation who is to be regarded as a founder within the meaning of section 28 of the Stock Corporation Act, or who is a member of the management board of the listing shell stock corporation and holds shares or other subscription rights of the listing shell stock corporation. Shares and other subscription rights held by persons other than the initiators are attributed to the initiators under section 34 of the Securities Trading Act.
(7) The provisions applicable to stock corporations apply to a listing shell stock corporation, insofar as the provisions of this Division do not provide otherwise. This applies in particular also to the acts on employee co-determination.
(8) Where the listing shell stock corporation is a European Company (SE) and employs, alone or together with its subsidiaries, in particular after completion of the target transaction, at least ten employees, a negotiation procedure under the SE Employee Involvement Act must be conducted. Where no agreement is reached in those negotiations, sections 22 to 33 of the SE Employee Involvement Act on the SE works council by operation of law, and sections 34 to 38 of the SE Employee Involvement Act on co-determination by operation of law, apply.