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?

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.

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.

For the first time, Germany enacted legislation on takeovers. The purpose of this article is to present and to discuss the new federal act on secondary purchases and takeovers (quot;the Actquot;), effective as of January 1, 2002, under an economic perspective. The problem to be solved by takeover regulation is to provide a procedure that assures that publicly held shares are transferred to the bidder at a fair price. As a part of this procedure, the bid has to be made public in the first place, the bid must be firm and not subject to change, except in certain circumstances. Moreover, the target shareholder should be supplied with pertinent information. Each target shareholder should be permitted to cancel his or her acceptance of the bid whenever a competing bidder emerges. In this sense, takeover legislation organizes a market for the concentration of publicly held shares. What justifies such regulation? Why is a special market required? Why should the bidding party refrain from simply buying publicly held shares at the stock exchange, in the regular market? To answer these questions, we will briefly discuss three concepts of takeovers. This will serve to determine whether there is justification for such a special market, and it becomes more evident which provisions a takeover law should comprise. Aims and provisions of the new Act will be presented. In addition to the Act's provisions on takeover defenses, other core provisions will be discussed which constitute the market mechanism. They have a strong influence on takeover price, and also on length and results of the takeover process.

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.

The new German Takeover Act contains anti-takeover provisions that reject the quot;board neutrality/shareholder choicequot; of the rejected draft of the 13th Directive. These anti-takeover provisions may have a particular (albeit temporary) justification as part of negotiating strategy to obtain a Directive with a quot;level playing fieldquot; approach to a wide variety of control barriers in the EU. This is because assent to cross-border mergers and the transnational economic integration associated with such mergers ultimately depends upon the control of economic nationalism. General vulnerability to takeover bids, in which acquirers who engage in value-reducing home country bias would face a control threat, can play a valuable role in controlling economic nationalism.Nevertheless, the German anti-takeover provisions would have much more adverse impact than the U.S. counterparts to which they are frequently compared. First, the favored U.S. defensive measure, the poison pill, is not available under prevailing German principles of preemptive rights and non-discrimination against any shareholder. German firms are likely to substitute irreversible, value-decreasing measures that were replaced in the U.S. by the pill, such as capital structure changes or asset dispositions. Second, the typical U.S. practice of annual shareholder elections of board members combined with heavy institutional investor ownership in large public firms means that managements are highly sensitive to public shareholder interests in considering a takeover bid. By contrast, German supervisory boards turn over much more slowly, and are co-determined. German management feels less legal and cultural pressure to adhere to public shareholder interests. Third, stock option-laden compensation packages make U.S. managers highly receptive to premium bids, especially because a takeover typically triggers the accelerated vesting of such options. German compensation arrangements do not now and, as a matter of culturally constraint, are unlikely to imitate the U.S. version. So if Germany insists too hard on a 13th Directive to its exact taste, it risks sacrificing internal and cross-border mergers that would produce efficiency gains and aid the EU transnational project.

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

This book gives a concise introduction to the German law of business organizations and is meant to help business practitioners and international students to familiarize themselves with its key concepts and legal issues. After outlining some characteristic features of the German legal system the book describes the various types of German business organizations with a special focus on the German Limited Liability Company (GmbH) and the German Stock Corporation (AG). The book discusses some typical problems faced by companies engaged in cross-border activities and also provides a brief outline of some recent developments in European company law with a special focus on the new multinational corporate form of the European Company (SE).

Seminar paper from the year 2019 in the subject Law - Comparative Legal Systems, Comparative Law, grade: 15 Punkte, University of Augsburg (Juristische Fakultät), course: Schwerpunktseminar, language: English, abstract: It is said that the Material-Adverse-Change (MAC) clause is one of the the most important contract terms of our time. However, due to an almost total lack of proper case law and overall uncertainty regarding its meaning, it is heavily criticized. This might have changed. In December 2018, the Supreme Court of Delaware in the case of Akorn v. Fresenius backed the termination of a merger agreement by first ever enforcing the MAC clause. Using a comparative law approach, this paper examines the MAC clause with special reference to above mentioned precedent case. Particular focus is on the question of whether the extensive judgment creates a framework for the drafting of the contract provision and therefore serves as a basis to provide certainty for MAC clauses in the future. In a next step, MAC clauses in German public takeover offers and resulting drafting differences to the U.S. will be examined. MAC clauses become particularly relevant in times of volatile stock markets. It remains to be seen whether the trend from the U.S. will establish itself in Germany. This paper includes an overview over the current legal status quo in both jurisdictions, an extensive case study and comparison to other relevant cases, and an examination of the structure of a MAC clause with special focus on the "materiality issue". It further examines the implementation of MAC clauses in German takeover offers following the German Takeover Act (WpÜG) and resulting drafting differences.

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.