The legal environment in which publicly listed companies operate in Germany has changed fundamentally in the last 10 years - a process that culminated in 2002 with the new German Takeover Act. The combination of this new act with favourable changes to the tax regime is expected to boost M&A prospects in Germany. For companies seeking to enter the German market and for their advisors this book provides an essential guide to the legal issues arising from a takeover and merger from both the bidder's and the target's perspective.

Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world this work by highly experienced partners in the leading international law firm Freshfields Bruckhaus Deringer Rechtsanwälte Steuerberater PartG mbB provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in Germany. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in Germany. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.

Every day the economic importance of national boundaries diminishes. The globalisation of world markets is proceeding with every-increasing speed, stimulated by developments, such as the introduction of the single European currency, and even the smallest transactions frequently now include a cross-border element. Business executives and their advisers participating in a transaction need a clear and concise framework of understanding, which will enable them to identify the critical issues likely to affect the course of the deal and to formulate the questions on which detailed advice will be needed. Corporate Acquisitions and Mergers in Germany provides a one-stop guide to the practical issues involved for this jurisdiction. The following key topics are addressed: cultural aspects; regulatory framework; common financing methods; antitrust/competition aspects; taxation aspects; employment considerations; procedural formalities; accounting treatment of acquisitions and mergers; and future developments. Professional advisers involved in merger and acquisition activity in Germany, including bankers, independent lawyers or in-house counsel, tax consultants, accountants, public relations advisers, and actuaries, will find Corporate Acquisitions and Mergers in Germany an invaluable and reliable source of practical reference and information. This volume originally appeared as a country report in the loose-leaf work Corporate Acquisitions and Mergers edited by Peter Begg.

The book introduces the reader To The new legal framework of public takeovers in Germany. it first explains the peculiarities of the German stock corporation, essentially the only company form capable of being publicly traded. Secondly, The rules of the new Securities Acquisition and Takeover Act are described to give an overview over the densely regulated takeover procedure. Thirdly, this book addresses important post-takeover issues, such as the restructuring measures that may be taken after an Offer has been successfully completed, including the newly introduced squeeze-out. The translations of the relevant German laws, In particular the Securities Acquisition and Takeover Act And The regulations promulgated thereunder, substantial portions of the Stock Corporation Act and other statutory materials relevant in public takeover situations are arranged synoptically. Together with the introduction, these texts will assist strategic and financial investors, their investment bankers, lawyers and other advisors to better Understand The new German law relating To The public takeover of listed companies.

This book arises out of the second Anglo-German Law Conference in Oxford,held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking account of these new developments, among others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practising lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.

How does the acquisition of a publicly listed company in Germany work, how is the transaction best structured, and what is market practice? How are the various stages of a takeover from the planning to achieving effective control linked together? What are the possible further integration steps through to a complete taking private of the target company?

Bernd Wübben analyzes the success of 87 German mergers and acquisitions in the USA during the period from 1990 to 2004. Employing a study of the capital markets’ reaction and a survey of acquirers’ executives, he shows that US transactions on average enhanced value for German companies and their shareholders. The author integrates the findings of both methodologies to identify the determinants of transaction success, including characteristics of the German acquiring and the US target companies as well as of the acquisition structure and management.

An overview of, and commentary on, negotiating acquisitions in Germany. Tax planning, labour law implications, East German law and intellectual property are all covered