BaFin, Germany’s federal financial supervisory authority, has imposed administrative fines against persons responsible for failing to implement adequate supervisory and organisational measures, resulting in market manipulation through gross negligence under the Market Abuse Regulation. The violation stemmed from an incomplete voting rights notification submitted in early 2022 that failed to disclose the individual able to exercise dominant influence over the new major shareholder of travel and tourism company TUI AG.
- Violation: Incomplete voting rights notification under Article 15 in conjunction with Article 12 of the MAR
- Disclosure Gap: Failure to identify person with dominant influence over voting rights holder
- Market Impact: Incomplete notification had a signalling effect on TUI AG share price
- Context: Voting rights change followed ownership structure restructuring by previous majority shareholder
- Notification Requirement: German Securities Trading Act mandates disclosure within four trading days of threshold crossing
Under the German Act on Breaches of Administrative Regulations, management board members must establish supervisory and organisational measures to prevent violations of obligations related to voting rights notifications. The incomplete disclosure concerning TUI AG‘s new major shareholder created misleading market signals regarding supply, demand, and pricing of the company’s financial instruments, a direct violation of the Market Abuse Regulation’s prohibition on disseminating false or misleading information.
The Market Abuse Regulation requires shareholders to notify both the issuer and BaFin within four trading days when voting rights cross specified thresholds. These notifications must include disclosure of any person capable of exercising dominant influence over the voting rights owner. The failure to provide complete information in this case, particularly the omission of the controlling individual, constituted a material breach of these requirements.
Recipients of the administrative fine order retain the right to lodge an appeal. TUI AG is a global travel and tourism company headquartered in Germany.
