Issues in German Takeover Law (Interview With Researchers From the Max Planck Institute for Private Law)

The Quarterly Review of Corporation Law and Society, No.29, pages 91-111 (December 2011)

21 Pages Posted: 27 Oct 2020

See all articles by Harald Baum

Harald Baum

Max Planck Institute for Comparative and International Private Law; European Corporate Governance Institute (ECGI)

Christoph Kumpan

Bucerius Law School

Felix Steffek

University of Cambridge - Faculty of Law

Hiroyuki Watanabe

University of Oxford; Waseda University; Chubu University

Date Written: December 31, 2011

Abstract

This is the transcript of a study session with researchers from the Max Planck Institute for Comparative and International Private Law, focused on various issues related to German takeover law.

Harald Baum is well-versed in German takeover law and is also known as an expert of Japanese law. Christoph Kumpan has expertise in EU and German takeover law and counseled the Turkish Capital Markets Supervisory Authority on the implementation of the EU Takeover Directive into Turkish law. Felix Steffek, who kindly arranged and chaired this session, is an expert in corporate law.

The study session was held in March 2010 at the Max Planck Institute for Comparative and International Private Law, in Hamburg, based on the English paper and questionnaire which is describing the issues and was submitted in advance by Hiroyuki Watanabe.

The Issues discussed in the study session are as follows:

・The case of Schaeffler/Continental and the issue of “acting in concert”
・Mandatory offers and voluntary offers
・The case of Porsche/Volkswagen and Porsche’s “strategy”
・Eliminating coerciveness” and the “protection of minority shareholders” in the process of takeover bids
・ “Shareholders’ decision making” and“ worker protection”
・Statement by the target’s supervisory board and the offer price
・“Unternehmensinteresse” and “corporate value”
・Disclosure of the real beneficiary of the takeover bid
・Equity derivatives and “hidden ownership”

Keywords: Takeover, Germany, EU, Acting in Concert, Mandatory Offer, Minority Shareholder, Shareholder Decision-Making, Worker Protection, Supervisory Board, Offer Price, Unternehmensinteresse

JEL Classification: G28, G34, G38, K23, K42

Suggested Citation

Baum, Harald and Kumpan, Christoph and Steffek, Felix and Watanabe, Hiroyuki, Issues in German Takeover Law (Interview With Researchers From the Max Planck Institute for Private Law) (December 31, 2011). The Quarterly Review of Corporation Law and Society, No.29, pages 91-111 (December 2011), Available at SSRN: https://ssrn.com/abstract=3683077

Harald Baum

Max Planck Institute for Comparative and International Private Law ( email )

Mittelweg 187
D-20148 Hamburg
Germany

European Corporate Governance Institute (ECGI) ( email )

c/o the Royal Academies of Belgium
Rue Ducale 1 Hertogsstraat
1000 Brussels
Belgium

Christoph Kumpan

Bucerius Law School ( email )

Jungiusstr. 6
Hamburg, 20355
Germany

Felix Steffek

University of Cambridge - Faculty of Law ( email )

10 West Road
Cambridge, CB3 9DZ
United Kingdom

Hiroyuki Watanabe (Contact Author)

University of Oxford ( email )

Mansfield Road
Oxford, Oxfordshire OX1 3TD
United Kingdom

Waseda University ( email )

1-6-1, Nishi-Waseda
Shinjuku-ku
Tokyo, 169-8050
Japan

Chubu University

1200, Matsumoto-Cho
Kasugai
Aichi, 487-8501
Japan

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