Subjects:

European Jurisdictions

Contents:

Part One: The Legal Framework for Stock Corporations.

1. Introduction.

2. Corporate Governance and the Corporate Bodies of a German Stock Corporation.

3. Shareholders’

Rights.

4. Share Capital and Equity Financing.

5. Compliance Requirements in Share Acquisitions.

6. German Partnership Limited by Shares.

Part Two: Public Offers.

1. Overview.

2. Takeover Offer.

3. Mandatory Offer.

4. Simple Offer.

5. Overview of Defensive Measures.

6. Supervisory Powers of the BaFin.

7. Appeal Procedure.

8. Enforcement.

9. Costs.

Part Three: Options of the Offeror after a Successful Offer.

1. Factual and Legal Position of the Offeror after a Successful Offer.

2. Main Considerations Regarding Changes at the Level of the Target Company.

3. Options for Action and Their Limits.

Part Four: Statutory Materials.

1. European Takeover Directive.

2. Securities Acquisition and Takeover Act.

3. WpÜ

G Applicability Regulation.

4. WpÜ

G Offer Regulation.

5. WpÜ

G Fees Regulation.

6. WpÜ

G Advisory Committee Regulation.

7. WpÜ

G Objection Committee Regulation.

8. Stock Corporation Act (Excerpt).

9. German Corporate Governance Code.

10. Commercial Code (Excerpt).

11. Stock Exchange Act (Excerpt).

12. Securities Trading Act (Excerpt).

13. Securities Trading Notification and Insider Register Regulation.

14. Market Manipulation Regulation.

15. European Merger Control Regulation - ECMR (Excerpt).

16. Act against Restraints of Competition (Excerpt).

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.