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Vol 22 No 4 April/May 2017

Book of the Month

Cover of Whistleblowing: Law and Practice

Whistleblowing: Law and Practice

Price: £175.00

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German Public Takeover Law 3rd ed

ISBN13: 9789041158628
Previous Edition ISBN: 9789041125125
Published: April 2015
Publisher: Kluwer Law International
Country of Publication: The Netherlands
Format: Hardback
Price: £140.00

Low stock.

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?

Written by a practitioner, the purpose of this book is to answer these questions, to introduce the reader to the legal background of public takeovers in Germany and to share the practical experience of the author. This book will assist strategic and financial investors, their investment bankers, lawyers and other advisors to better understand what their German lawyers are advising them.

This book describes the legal framework for listed companies and thereby lays the foundation for understanding the public takeover law itself. It addresses the public-to-private strategies and other options available to an offeror, depending on the outcome of the public takeover transaction.

Finally, this work sets out the relevant German and European laws and regulations, synoptically arranged in both German and English languages. 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 highly relevant in public takeover and public-to-private transactions.

European Jurisdictions, Germany
List of Abbreviations.

PART I The Legal Framework for Stock Corporations.
PART II Public Offers.
PART III Options of the Offeror after a Successful Offer.
PART IV Statutory Materials.

APPENDIX 1 European Takeover Directive.
APPENDIX 2 Securities Acquisition and Takeover Act.
APPENDIX 3 WpÜG Applicability Regulation.
APPENDIX 4 WpÜG Supervision Notice Regulation.
APPENDIX 5 WpÜG Offer Regulation.
APPENDIX 6 WpÜG Fees Regulation.
APPENDIX 7 WpÜG Advisory Committee Regulation.
APPENDIX 8 WpÜG Objection Committee Regulation.
APPENDIX 9 Stock Corporation Act (Excerpt).
APPENDIX 10 German Corporate Governance Code.
APPENDIX 11 Transformation Act (Excerpt).
APPENDIX 12 Commercial Code (Excerpt).
APPENDIX 13 Stock Exchange Act (Excerpt).
APPENDIX 14 Exchange Rules for the Frankfurter Wertpapierbörse (FWB) (Excerpt).
APPENDIX 15 Securities Trading Act (Excerpt).
APPENDIX 16 Securities Trading Reporting and Insider Register Regulation.
APPENDIX 17 Market Manipulation Regulation.
APPENDIX 18 European Merger Control Regulation – ECMR (Excerpt).
APPENDIX 19 Act against Restraints of Competition (Excerpt).