Pledges of rights for realization are an underestimated instrument in the securing and realization of receivables.
Pledges of rights on business shares should have long been a standard instrument of modern credit protection — but their actual realization has so far remained a rarely used option. This paradox is due less to legal or economic obstacles than to a widespread strategic deficit in receivables management and a widespread lack of knowledge about the possibilities of using pledges of rights.
The targeted realization of share liens offers an economically sensible and — with careful preparation — legally secure alternative to traditional debt collection.
Instead of losing themselves in protracted legal action and subsequent recovery proceedings with an often uncertain outcome, secured creditors can gain direct influence over the debtor’s assets through a strategically planned realization of GmbH shares or other business shares contractually pledged to them. This opens up the possibility of transferring claims into company participations and realizing potential for value appreciation by actively shaping the business strategy.
Creditors generally seek a comprehensive insight into company transactions and documents. This makes it possible to identify potential grounds for liability for a personal claim against the previous management. In many cases, the debtor’s directors’ and officers’ liability insurance can then be utilized or alternative financial resources activated.
Realization due to pledge of rights: legally anchored, economically required
Many companies still rely on outdated, resource-intensive processes that thwart the actual purpose — the quick and economical realization of outstanding receivables.
While creditors and debtors laboriously wrestle over payment promises and further extensions, a far more direct and effective way often remains unused — the targeted realization of secured company shares. The realization of share liens offers a convincing alternative to traditional receivables management: an economically sensible, legally secure and plannable way of transforming receivables into valuable company shares.
Why is this option often not recognized? The answer lies in a combination of uncertainty, possible lack of precedent, strategic inertia and ignorance. Many creditors underestimate the enforceability of share liens and shy away from actively influencing the debtor. Yet the legal framework has long been established — and professional auctions by publicly appointed, sworn auctioneers have proven their worth.
With the amendment of Section 383 of the German Civil Code (BGB) as of 01.01.2025, the legislator has not only manifested the publicly appointed, sworn auctioneer as the central authority for collateral enforcement, but has also created the basis for a significant expansion of the market. The possibility of expanding the circle of potential purchasers in a targeted manner leads directly to higher realization proceeds — an effect that informed creditors should use strategically.
Market dynamics through online live auctions
The persistent preconception that public auctions inevitably lead to sell-off prices is primarily the result of outdated ideas of local face-to-face auctions with a limited number of participants. The reality has long since changed: Virtual live public auctions take market dynamics to a whole new level by enabling broader national and international bidding competition and thus achieving significantly better liquidation results. Anyone who overlooks this is wasting economic potential.
Deutsche Pfandverwertung — Specialist for auctions of company shares
A key player in this area is Deutsche Pfandverwertung Ostermayer & Dr. Gold GbR, which specializes in the professional liquidation of company shares. Through transparent,
This article outlines the central advantages of collateral enforcement, clears up common misconceptions and shows why the realization of GmbH shares or other rights should not be a last resort, but a strategically sensible option for secured creditors. If you hold pledges of rights, you should use them — anything else is wasted potential.
Using pledges of rights strategically — efficient realization instead of loss of value
The aim is to be at the forefront of non-performing loan commitments and to bring about a rapid solution through a legally compliant procedure.
Trust may be good, but control is better. Those who actively manage their interests not only secure a strategic advantage, but also prevent unexpected losses. Take advantage of opportunities — by switching sides.
Expanding room for maneuver — targeted utilization of collateral
The realization of contractually agreed pledges of rights offers far-reaching opportunities to switch from a passive creditor position to an active ownership role. The conversion of receivables into participations(debt-to-equity) or assets(debt-to-asset) represents an effective alternative to the sale of non-performing loans(NPL) or lengthy and cost-intensive M&A processes.
Your opportunity:
Shaping instead of hesitating — those who show initiative become active owners and secure their economic scope for action.
Your advantages of collateral realization by the publicly appointed, sworn auctioneer
The use of a public auction enables the highest prices to be achieved through transparent bidding competition, whereby setbacks in the event of insolvency proceedings can be avoided by acting in good time. In addition, the application of Section 166 (1) InsO does not apply to pledged company shares and other rights, as the BGH ruling of 27.10.2022 (IX ZR 145/21) shows.
An expert opinion is not required, and the public auction rules out a rescission of the purchase contract, as the acquisition is made by virtue of an act of state. In addition, Section 935 (2) BGB guarantees acquisition in good faith.
Deutsche Pfandverwertung specializes in non-performing loan exposures
As publicly appointed, sworn auctioneers, we are equipped with sovereign rights to realize contractually agreed pledges of rights in accordance with the law. Our expertise includes the realization of company shares as well as securities, trademark rights, domains and patents without the need for time-consuming and cost-intensive dunning or legal proceedings.
We are part of a network of highly specialized lawyers and tax advisors who ensure legally compliant and economically optimized realization. Existing contracts can be quickly adapted to individual requirements, while tax-optimized auction designs are used for share deals. Based on our many years of experience, we can recommend specialist lawyers for the drafting of tried and tested pledge agreements.
Our access to national and international prospective buyers, including venture capitalists, enables us to achieve the highest auction proceeds. Our technically proven infrastructure enables legally compliant online live auctions with live streaming, ensuring maximum bidding competition. The legally regulated public auction minimizes liability risks for all participants.
Conclusion for lenders with non-performing loans
Planning security for receivables is crucial through forward-looking contractual arrangements in advance. Mistakes can be avoided if action is taken in good time. Collateral provision and control can be optimized through individually defined options for action.
Note from the utilization practice (no legal advice):
Can a pledge of rights be transferred? — Legal classification for the sale of NPLs
Pledges of rights are generally transferable — but almost never in isolation. As a rule, they are accessory, i.e. inseparably linked to the secured claim. If such a claim is sold or auctioned as part of an NPL process, for example, the pledge of rights is automatically transferred (Section 401 BGB). This applies in particular to statutory pledges of rights such as the forwarding or warehouse lien (Sections 464, 475 HGB), but also to mortgages or contractually agreed collateral.
The Deutsche Pfandverwertung enables the legally compliant transfer of a claim and an existing pledge of rights to a new purchaser at a public auction. The prerequisite is that the claim is assignable and the pledge of rights has effectively arisen — for example through possession, registration or a pledge agreement — and that the transfer of all rights takes place in a formally effective manner.
The pledge of rights therefore follows the claim. This gives creditors and purchasers clear, economically viable scope for action — even in complex liquidation situations.
Excursus: What is the difference between accessory and non-accessory collateral?
Accessory collateral (e.g. pledge of rights) only exists together with a claim. They cease to exist when the claim expires and are automatically transferred with the assignment. Non-accessory collateral such as a land charge or transfer of ownership by way of security, on the other hand, is legally independent and can also be transferred or remain in existence without a claim. In practice, this distinction is important for realization and transferability in the context of NPL transactions.
Contact us — together for a successful result!
Further articles on the topic
Pledge of rights: seize opportunities, avoid mistakes! Creditors can expand their scope of action by pledging and legally compliant realization of contractually agreed pledges of rights to company shares.
Auctioning company shares in the real estate sector: the effective strategy for mezzanine financiers in shaky project companies
Danger with the notary? Auction of company shares by the notary: What clients need to know.
Pledge of rights — everything you need to know explained. A pledge of rights can relate to things, i.e. physical objects, as well as to rights of any kind, such as company shares, patents, securities, IP rights, domains, licenses or trademark rights.
