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.
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. WpÜG Applicability
Regulation. 4. WpÜG Offer Regulation. 5. WpÜG Fees
Regulation. 6. WpÜG Advisory Committee Regulation. 7. WpÜG
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).