Rethinking European Takeover Law after Brexit: A German Perspective
Maciej Mataczynski (ed.), Takeover of public company as a mode of exercising EU Treaty freedoms (2017), Forthcoming
24 Pages Posted: 8 Dec 2016
Date Written: December 7, 2016
The rethinking of European Takeover Law is a current challenge as well as an ongoing task. The economic and political landscape has changed considerably since the Directive was enacted, and these changes have had an impact on the evaluation of takeover law with its obvious socio-economic implications. Above all, the imminence of Brexit is currently set to trigger such fundamental changes. The UK vote to leave the EU will not only lead to the detachment of Europe’s most important takeover market. It also implies that the jurisdiction of origin of the City Code on Takeovers and Mergers – the rulebook which has provided nothing less than the role model for the entirety of European Takeover Law – will no longer form part of the harmonized laws.
From an EU integrationist perspective, this raises an interesting question of principle: what is the impact of one jurisdiction’s exit on existing harmonization measures, especially if that jurisdiction once provided the yardstick and bedrock of this harmonization? In order to evaluate the need for a reform of the Takeover Directive after Brexit, this paper focuses on analysing the impact of the Takeover Directive on German Law, in particular by assessing whether, and to what extent, the regulatory approach of the City Code on Takeovers and Mergers has been adopted in German national legislation due to the transposition of the Takeover Directive. While some substantive differences, for example, those regarding the passivity rule and mandatory bids, are well-known and much discussed, it seems crucial to review the overall structure, system and general regulatory “style”. This paper will therefore concentrate on the scope, the general principles and the taxonomy of German Takeover Law, and assess its respective peculiarities in comparison to the original UK approach.
Keywords: Takeover Directive, Brexit, German Takeover Law, European harmonization
JEL Classification: K22
Suggested Citation: Suggested Citation