How does the concept of control under the Transparency Act (for reporting to the Transparency Register) differ from the concept of control under the Investment Screening Act (IPG)?

Antwort

The two concepts of control serve different purposes and differ both in their structure and in their practical application. Under the Transparency Act, the aim is to identify natural persons who actually control a company — that is, those who exercise direct or indirect decisive influence and therefore must be reported in the Transparency Register (Transparency Act Art. 2–3 TJPV). Control by shareholding: A natural person controls a company if they directly or indirectly hold at least 25 % of the capital or voting rights (Art. 2 para. 1 TJPV). Control in other ways: A natural person also controls a company if, for example, they can appoint more than half of the board members, have a veto over decisions, or otherwise exert decisive influence (Art. 3 para. 1–2 TJPV). The Transparency Act therefore adopts a relatively broad concept of control that considers both shareholding thresholds and other avenues of influence to determine who actually governs the company. By contrast, the Investment Screening Act (IPG) defines control not with a view to natural persons, but in connection with takeovers by investors. Control in the IPG context means that an investor directly or indirectly acquires control over a company, typically through a merger, the acquisition of a stake, or the conclusion of a contract (Art. 2 lit. a IPG). The decisive point here is that a previously independent company can be economically and legally dominated by an investor. The focus is on the entry of the investor into a dominant position, not on identifying individual controlling persons.