2024030501

Successor

ADLER Real Estate Aktiengesellschaft

Event Publicly Available Information:

Is there a Successor to ADLER Real Estate Aktiengesellschaft?

The Eligible Market Participant who submitted the question requests that the EMEA DC consider whether or not there is a Successor to ADLER Real Estate Aktiengesellschaft.

The Eligible Market Participant referred to filings at the German Companies Register (available at http://www.handelsregister.de/) that indicated ADLER Real Estate Aktiengesellschaft, a public company based in Berlin, converted into a private limited liability company with the new corporate name ADLER Real Estate GmbH, effective as of 4 January 2024.

DateDescriptionDocument
Closed

DC Decision

EMEA DC Statement – 7 March 2024

ADLER Real Estate Aktiengesellschaft converted from an Aktiengesellschaft to a GmbH effective on 4 January 2024. As a result, ADLER Real Estate Aktiengesellschaft is now ADLER Real Estate GmbH.  The conversion of ADLER Real Estate Aktiengesellschaft into ADLER Real Estate GmbH did not affect its corporate legal personality – ADLER Real Estate GmbH is the same legal person as ADLER Real Estate Aktiengesellschaft.

Accordingly, the EMEA DC considered that this would not give rise to a succession for the purposes of the 2014 Definitions but that Transactions referencing ADLER Real Estate Aktiengesellschaft should be treated as referencing ADLER Real Estate GmbH. This follows the approach of the EMEA DC on a number of prior conversions of legal form that did not affect legal personality.

Request Accepted by DC
Pending DC Consent