The Takeover Directive and German Takeover Law - Some Fundamentals from a Market and Sustainable Development Perspective
17 Pages Posted: 6 Mar 2013
Date Written: March 5, 2013
The regulation of takeovers at European Union (Union) and national level has been discussed passionately and contentiously for decades. Its market-theoretical implications and economic effects and its complex corporate governance facets led to adversarial legal-political approaches to what takeover regulation shall achieve and by what means. Takeovers are highly complex transactions. Their effects on the companies, markets and economies involved are multiple and hard to assess. A thorough review of the first legally binding framework for takeovers in Germany, the Securities Acquisition and Takeover Act (WpÜG) of 20 December 2001, was triggered in particular by its10th anniversary. At the same time proposals regarding a revision of the Directive 2004/25/EC on takeover bids3 (Takeover Directive) have been discussed in anticipation of its evaluation by the European Commission (Commission). Inspired by the reform debates regarding takeover rules the article aims to introduce the German perspective on the current takeover rules. The article starts with an introduction to the European regime for takeovers. Against this backdrop, the German legal approach to takeovers will be concisely explained. To this end it appears methodologically justified to refer (only) to a selection of articles, monographies and main commentaries which allow a condensed and accessible depiction of the German legal regime for takeovers. The focus will be on the correlation between takeover rules and market issues with particular reference to a sustainable development viewpoint. The article assesses finally from the specific perspective of German takeover law whether the Takeover Directive requires a revision in order to promote sustainable development. The sustainable development point of view focuses on whether the relevant takeover rules allow taking a broad, holistic, stakeholder-, and long-term-oriented approach.
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