Investments in German soccer clubs – attractive for investors and clubs despite the 50+1 rule

I. Introduction

In global professional soccer, investors often acquire shares in soccer clubs whereby the clubs generate equity. Qatar Sports Investments and Paris Saint-Germain or David Beckham and Inter Miami are prominent examples. Also in Germany, investors hold shares in some professional football clubs. 11 out of 18 of the clubs in the 2025/2026 season of the highest German soccer division have external shareholders.

However, unlike in other countries, the so-called “50+1 rule” is hampering investments in German professional soccer clubs. In German professional soccer, most clubs have outsourced their professional soccer activities to a corporation (Kapitalgesellschaft). According to the 50+1 rule, a soccer corporation of the three highest German soccer divisions have to ensure that its parent club holds at least 50% of the voting rights plus an additional voting right in the shareholders' meeting. In addition, no legal entity may exercise a legally controlling or co-controlling influence over the parent club. Thus, the 50+1 rule is intended to ensure that the parent club and its members hold the power of control over the soccer corporation. Hence, investors can acquire the majority of shares, but not the majority of voting rights, in soccer corporations in the three highest German soccer divisions.

II. Opportunities for investors

For investors, investments in soccer clubs entail many opportunities.

If there is a good relationship with the respective club and its members, an investment can significantly improve the reputation of the investor due to the immense media visibility and reach of professional soccer. Ownership of a soccer club has the effect of a “trophy asset”.

An investor can reap the economic benefits of his investment. These include the right to distribution of profits generated by the soccer corporation. In addition, investors have the opportunity to sell their shares at a price higher than the price they paid to purchase them and thus to participate in an increase in the value of the club. Further, the basic conditions of German clubs are attractive, as many clubs have a solid financial base, a high fan base and good infrastructure.

Even if the decision-making power remains with the respective parent club, investors can exert indirect influence through good relationships and by presenting convincing and valid arguments to the club's decision-makers.

Furthermore, investors have shareholder rights arising from their shareholdings. If an investor (or several investors together) holds at least 10% of the share capital of a GmbH or at least 20% of the share capital of an AG or KGaA, they have rights with regard to a shareholders' meeting at GmbH/annual general meeting at AG or KGaA. Furthermore, if the investor holds at least 25.1% of the voting rights, the blocking minority applies. This enables the investor to block company resolutions that require a three-quarters majority. Such resolutions include, in particular, amendments to the articles of association, such as capital increases, and, in the case of an AG or KGaA, the dismissal of supervisory board members.

Maybe the biggest opportunity for investors is the assumption that the 50+1 rule will be repealed or amended in the short or long-term. If so, investors who already hold shares will be in a kind of pole position. Buying additional shares up to a voting majority would then be cheaper than without prior participation. The respective investor would have to buy fewer of the then significantly more expensive shares.

III. Opportunities for soccer clubs

For soccer clubs, extern investments in the club also entail various opportunities.

A soccer club benefits from the fact that a financial investment significantly increases the competitiveness of the club. Currently, German professional soccer clubs are lagging behind clubs from other countries financially.

In some cases, the club may even need the financial investment to ensure its continued existence. In the past, clubs often issued bonds with high interest rates, which increased the club's liabilities. In contrast, a share investment provides the club with equity instead of debt, eliminating the need for the club to repay a loan with interest.

An investor is able to complement the soccer club management’s soccer expertise, with exceptional economic know-how. For professional soccer clubs as commercial enterprises, special economic expertise is a huge opportunity for strong growth. In particular, optimized internationalization significantly increases reach, sponsorship, merchandising and marketing, especially in the important American and Asian markets. Higher revenues can be invested directly in the soccer team or indirectly in infrastructure, which in turn benefits sporting success. Furthermore, good contacts of investors can help to sign good players or officials.

If a sports fund invests in a club, the club also gains additional extraordinary sporting expertise since sports funds hold shares in various clubs, often from different sports.

For a club, the most recommendable investor is one who has a connection to the club or the region and/or with whom soccer fans can generally identify. For example, the sports car manufacturer Audi, the sports equipment supplier Adidas and the insurance group Allianz are all based in the state of Bavaria – each hold 8.33% of the shares in FC Bayern München AG. Another example is the car manufacturer Porsche AG with its base in Stuttgart, who holds 10.4% of the shares in VfB Stuttgart 1893 AG.

IV. Legal structuring options

On the basis of the statutes of the DFL and DFB, especially the 50+1 rule, there are a number of legal structuring options for organizing a club in such a way that investor entries can be implemented in the most useful way possible for both investors and clubs.

1. Limitations and exceptions due to the statute of DFL

Alongside the 50+1 rule, the statute of the DFL sets further limits:

No one is allowed to hold (directly or indirectly) capital or voting rights in more than three soccer corporations in the three highest German soccer divisions. Additionally, no one is allowed to hold (directly or indirectly) a total of 10% of the capital or voting rights in more than one soccer corporation in the first three German soccer divisions. Furthermore, no parent club or a soccer corporation (or their official bodies) in the three highest German soccer divisions may have a shareholding in other soccer corporations in the four highest German soccer divisions.

The statute of DFL permits exceptions to the 50+1 rule. Therefore. a soccer corporation organized as KGaA may issue more than 50% of its voting rights to investors if its parent club (or a subsidiary fully controlled by its parent club) is the general partner (Komplementär) of the KGaA, so that the parent club has the position of a majority shareholder. The parent club or the subsidiary of the parent club must have unrestricted power of representation and management. Hence, the parent club must retain the decision-making authority.

2. Contractual structuring

Various options exist on an individual contractual basis to optimize the investment in a German soccer club.

A soccer corporation and its shareholders can make various arrangements in a shareholders’ agreement or in the articles of association of the soccer corporation.

To protect the club, it may be agreed that in the event of certain scenarios the remaining shareholders, certain shareholders or the soccer corporation itself have the right to buy the shares of the investor.

Concerns from club members can be counteracted by clauses, e.g. a long-term holding period, a ban on selling to certain investors or inheritance clauses.

Investors can secure the pole position in the event of the revocation of the 50+1 rule by concluding a pre-emptive right in the shareholders’ agreement. This allows the investor to buy the shares of other shareholders before they transfer their shares to third parties. This enables the investor to buy the shares with voting rights that are missing to give him a voting rights majority as soon as the 50+1 rule is abolished. On the one hand, it can be agreed that any shareholder who intends to sell shares must first notify the other shareholders and offer them the shares for purchase (Right of First Offer). On the other hand, the agreement can take ongoing contractual negotiations with a third party as an occasion. In this case, the respective investor can be granted the right to buy the shares at the same conditions as agreed with the other potential buyer (Right of First/Last Refusal).

If a soccer corporation wants to generate liquidity through bonds or loans, an attractive option is to issue convertible bonds or convertible loans in accordance with Section 221 Para. 1 AktG. The investors can convert these convertible bonds/loans into real shares, i.e. equity, if a conversion event occurs that has been agreed in the contract. Such conversion events can include, in particular, the entry of further investors or the abolition of the 50+1 rule. In the latter case, investors have the advantage that the price agreed for the convertible bonds/loans when the contract is concluded will be lower than a share purchase price that would have to be paid at the time of the revocation of the 50+1 rule. Especially in the case of bonds, clubs have the advantage that the interest rate for convertible bonds is lower than for conventional bonds, as the holder can participate in price increases.

Furthermore, debt capital can be converted into equity capital by means of a “debt-equity swap”. In this case, a creditor exchanges his claims against a club or shareholder of the club for existing or new shares. For clubs, this is particularly interesting in a financial crisis. For investors, the repayment obligation and further interests lapse.

Furthermore, the soccer corporation can grant the investor virtual stock options or profit participation rights (Genussrechte). If so, the investor can participate economically in the success of the club without affecting the actual shareholder structure.

Investors can get more influence by undertaking management positions in the soccer corporation and in the parent club. At FC Augsburg, for example, Klaus Hofmann is both the chairman of the board of the parent club and the managing director with sole power of representation of Hofmann Investoren GmbH, which owns 99.4% of the shares in FC Augsburg GmbH & Co. KGaA.

Furthermore, it is common practice that the soccer corporation grants seats on the supervisory board to investors with a large investment.

In order to bind members closely to the club, there is the option of giving them shares via a holding company. For example, Hamburger SV intended to give its supporters the opportunity to directly invest in the club and to propose a member of the supervisory board by setting up a “Supporters Trust”.

V. Conclusion and forecast

Despite the currently valid 50+1 rule, investments in German soccer clubs offer a lot of opportunities for both investors and clubs that outweigh the risks. Accordingly, the number of clubs in Germany in which investors are investing is increasing. For example, in 2024 Calvin Ford, the great-great-grandson of automotive pioneer Henry Ford, acquired 15% of the shares in the soccer corporation of the, at this time, second German division club SSV Ulm for approx. EUR 3,4 Mio.

In principle, investors cannot acquire the majority of voting rights. However, it is possible to influence the club and its sporting success in other ways. Additionally, investors can gain the economic benefits from the investment. A successful investment can also have a lasting positive impact on the reputation of the investor. Furthermore, investors can put themselves in pole position for the event that the 50+1 rule will be repealed.

For clubs, the involvement of an investor is advantageous in order to generate liquid capital in the form of equity and to become more competitive in terms of sports. In addition, clubs could integrate new economic and possibly sporting expertise into the club.

In any case: when choosing an investment, the investor and club should be a suitable match.

Authored by Dr. Patrick Waldecker and Shervin Mir Marashi.