Commentaries: Art. 685f

Where listed registered shares are acquired on a stock exchange, the attendant rights pass to the acquirer on transfer. Where listed registered shares are acquired off-exchange, the attendant rights pass to the acquirer as soon as he has submitted a request for recognition as shareholder to the company.
Until such recognition of the acquirer by the company, he may not exercise the right to vote conferred by the shares or any other rights associated with that right to vote. The acquirer is not restricted in his exercise of any other shareholder rights, in particular subscription rights.
Acquirers not yet recognised by the company are entered as shareholders without the right to vote in the share register once the rights have been transferred. The corresponding shares are deemed to be unrepresented at the general meeting.
Where the company’s refusal is unlawful, the company must recognise the acquirer’s right to vote and the rights associated therewith from the date of the court judgment and pay the acquirer damages unless it can show that it was not at fault.