Acquisition of German Publicly Traded Companies - An Introduction To The Legal Framework - Part 1

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Acquisition of German Publicly Traded Companies - An Introduction To The Legal Framework - Part 1

Contents

Statutory Framework

Takeover Act

Stock Corporation Act

Securities Trading Act

European Directive on Takeover Bids

Voluntary Takeover Bid

Transaction Structure

Timeline

Disclosure Package

Target's Response

Consideration

Conditions to Offer

Amendments to Offer

Competing Offer

Mandatory Offer

Control

Governmental Exemption

Penalties

Defensive Measures

General

Pre-Acquisition Defensive Measures

Defensive Measures During an Acquisition

Post-Acquisition Measures

General

Squeeze-Out of Minority Shareholders

De-Listing of Target's Securities

Corporate Governance Measures

Enterprise Agreements

Restructuring Measures

Further Information

General

The Firm

Jones Day Germany

The Authors

Exhibit A—Certain Resolutions before a Shareholders' Assembly

The acquisition of publicly traded companies in Germany is principally governed by the recently adopted Securities Acquisition and Corporate Takeover Act ( Wertpapiererwerbs- und Übernahmegesetz ( WpÜG); the "Takeover Act") and the regulations promulgated thereunder. The Takeover Act provides the principal construct under which acquirors may offer to purchase the securities of a German publicly traded company. It regulates the conduct of the acquiror prior to, during and after a tender offer. It also provides for the rights of shareholders in connection with tender offers and the duties of the target company and its management during the acquisition period.

In addition to the Takeover Act, the more traditional German corporate and securities laws also regulate the rights and obligations of acquirors, shareholders, target companies and their management in connection with the acquisition of publicly traded companies. Of those, the Stock Corporation Act ( Aktiengesetz ( AktG)) and the Securities Trading Act ( Wertpapierhandelsgesetz ( WpHG)), are the two most impo...

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