This book examines the law with regard to takeovers in England and Germany and the issues arising from cross-border mergers between them.

This manual in the English language outlines mergers & acquisitions under German law. Every aspect of a M&A transaction considering possible German peculiarities is illuminated by the authors: preparatory steps, the sale and purchase agreement as well as post-closing measures. Furthermore, there is relevant information on taxation, employment law and competition law issues. Some precious insight is given on tactical strategies for companies in the forefront of a takeover.

German law has been of long-standing interest and increasing relevance around the world, but access for researchers and practitioners very frequently was limited by the necessity of German language proficiency. Offering English-language access to these fields, the Annual of German & European Law is a significant contribution to the global discourse on and study of German, European and Comparative law. Each volume presents: (1) articles - original, cutting-edge scholarship from the fields of German and European law; (2) jurisdictional reports - comments on the latest caselaw from Germany's most significant courts and the case-law of the European courts having importance for Germany; (3) book reviews - surveying the most compelling recent literature (whether in the German or English language) in the fields of German and European law; and (4) translations - exclusive English-language versions of significant primary sources of German law, including statutes and court opinions). The first volumes of the Annual of German & European Law have attracted contributions from some of the most preeminent commentators, scholars and jurists in the fields, including, among others: Luke Nottage (Volume I); Juliet Lodge (Volume I); Alexander Somek (Volume I): Susanne Baer (Volume I): Renate Jaeger (Volume II): Günter Frankenberg (Volume II): Bootjan Zupanãiã (Volume II): Nigel Foster (Volume II) The third volume maintains this tradition of high quality, peer-reviewed scholarship with contributions expected from Gertrude Lübbe-Wolff (Justice, German Federal Constitutional Court) and Christian Joerges (European University Institute).

This book investigates stakeholders’ interests, market players, and governance models for the takeover market in the changing global economic orders. Authors from the UK, Germany, the Netherlands, Australia, and China discuss takeovers in the context of China as a rising power in the global M&A market and re-examine takeover as an efficient method for corporate competition, consolidation, and restructuring. China has come to embrace takeovers as a market practice and is seeking directions for further reforms of its law, regulatory model, and banking system in order to compete with other economic powers. Yet, China is at a very different economic development stage and has different legal and political structures. State-owned enterprises dominate the Shanghai and Shenzhen stock markets – a very different landscape from UK and European exchanges. Researchers and policy makers are currently developing options in response to needs for reform. Recently, China has also announced the opening of its financial markets to foreign ownership. This book reflects on the UK and European models and focuses on the policy choices for China to transform its capital market. The book is of interest to postgraduate students and researchers (LLM, PhD, postdocs), law and management/finance academics, and policy makers.

A full account of the new Takeover Act.

This book studies takeovers from the acquirer's perspective. More precisely the book focuses on the legal and regulatory treatment of the risks faced by the acquiring company shareholders in takeovers. The identified risks are categorised into two main groups: first, risks generated by managerial choices and second, regulatory or external risks. The analysis considers the legal context but also draws on the economic literature, seeking to map the area under consideration and to suggest measures to improve the present position from both a law and economics perspective. More specifically, the book examines various methods of protecting the acquiring shareholders against value-decreasing or self-interested acquisitions, such as the class transaction rules, fiduciary duties, the acquiring directors' responsibilities under the Takeover Code, the court scheme procedure, the role of institutional shareholders and reward strategies, and methods of making the acquiring directors more exposed to the discipline of the market. The effects of the choice of the medium of payment are also covered. In addition, it covers the Code's position with regard to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or white Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. In addition, it covers the Code's position with regards to auction situations and seeks to identify ways of addressing the acquiring shareholders' interests in auctions, including auctions where buyout teams or White Knights are involved. Moreover it identifies situations where deviations from horizontal equality rules, which increase takeover premia, are or should be recognised. To that effect the Code's rules on mandatory bids, the determination of the price and the form of payment offered, partial offers and squeeze outs are considered. The analysis covers both hostile and friendly situations. In relation to hostile takeovers, the legal and regulatory framework of toehold strategies is analysed (Code's requirements, Disclosure Rules and Companies Act disclosure requirements etc). Market Abuse issues in relation to stake building are also highlighted. In relation to friendly takeovers the operation of lock-up agreements and break fees (Code's requirements, fiduciary law, financial assistance and other contract law concerns), is also explored. Finally, the Panel's position on adverse changes, pre-conditions and conditions which the offer can be subject to and the bidder's exposure to Material Adverse Change risk are assessed. The book discusses developments in the area under consideration including the Takeover Code regime after the implementation of the Takeover Directive and the Companies Act 2006.

Since it was enacted early in 2002, the German Securities Acquisition and Takeover Act has proven to be a well functioning body of law for public takeovers. With ample opportunity to work with the rules, all parties offerors, target company directors and managers, regulators, and courts have established a firm basis for proceeding confidently with public mergers and acquisitions and public-to-private transactions in Germany. This shift from the uncertain business environment in which the first edition of this book appeared in 2002 calls for an update. This new edition takes into account all the regulatory and judicial clarifications that have emerged during the intervening years, as well as the 2006 amendments that make use of the option not to apply the restrictive European model concerning defensive measures of target companies against public takeover attempts. Among the features of the Act (and the legal framework it represents) considered here are the following: the European passport for public offers; squeeze-out options for offerors; sell-out option for shareholders of target companies; the role of the regulator (BaFin); and restructuring measures after a successful offer. A substantial portion of the book is taken up with texts of the relevant German laws and regulations, synoptically arranged in both German and English. In particular it contains the complete Securities Acquisition and Takeover Act and all of its related regulations, together with substantial portions of the Stock Corporation Act and many other statutory materials that are relevant in public takeover and public-to-private transactions. The German Public Takeover Law, Second Edition, will greatly assist strategic and financial investors, their investment bankers, lawyers and other advisors in international and cross-border business to better understand what their German lawyers are advising them, as it facilitates communication between different legal cultures. The book is also an excellent guide to the current and future characteristics of the law governing German equity markets.

The book explores “what are the societal interests that may be affected by a takeover, are these protected under the current regulatory frameworks of the U.K., Germany, and China, (and if so) how are they protected and what recommendations can be made for future reforms in the three jurisdictions?” The book adopts three main methods: law and economics analysis, doctrinal legal research, and comparative analysis. The content of this book is intended not only for the academia; it may also benefit the policy makers by providing an evaluation on the strengths and weaknesses of different protection mechanisms and recommendations for future reforms. Besides, companies which are (potentially) interested in conducting takeovers in the three countries may also find this book useful with its overall analysis of the regulatory frameworks and representative takeover cases in the jurisdictions.

While Western economies generally display dispersed shareholding in listed companies, Asian economies commonly have concentrated shareholding also in publicly listed companies. The principal analysis in Comparative Takeover Regulation relates to the role of takeover regulation in different economies. In the Asian context, the nature of takeover regulation may necessitate a different approach, with greater emphasis on the mandatory bids and disclosure of substantial shareholding. The likelihood of hostile takeovers will be minimal. It is these differences among various jurisdictions that strike at the heart of Varottil and Wan's new work. Ideal for educational institutions that teach corporate law, corporate governance, and mergers and acquisitions, as well as for law firms, corporate counsel and other practitioners, Comparative Takeover Regulation provides students and scholars with brand new analysis of this increasingly important field of study.