The Comparison and the Reality of German and the UK Takeover Law

The Quarterly Review of Corporation Law and Society, No.29, pages 151-167 (December 2011)

17 Pages Posted: 12 Nov 2020 Last revised: 1 Dec 2020

See all articles by Michael Burian

Michael Burian

affiliation not provided to SSRN

Hiroyuki Watanabe

University of Oxford; Waseda University; Chubu University

Date Written: December 31, 2011

Abstract

This is the transcript of a discussion meeting held with German and UK M&A lawyers on takeover rules and practices. Dr. Burian, a German lawyer, and Mr. Robinson, an English lawyer, are both specialized in M&A and corporate affairs. Also, they have worked as registered foreign lawyers in Japan and have been familiar with Japanese corporate law practices. The meeting was held on June 2, 2009, at Waseda University in Tokyo.

The Issues discussed in this interview are as follows.

1. “Shareholder decision-making” and “Maximizing shareholder value”

2. EU Takeover Directive

3. Reality of the defensive measures in the UK

4. Reality of the defensive measures in Germany

5.“Cold shouldering” and “self regulation under the shadow of statutory rules” in the UK

6. Role of the financial adviser and cash confirmation in Germany

7. Change of control clause

8. Equity derivatives and “hidden ownership”

9. Recent movement on the case of Schaeffler/Continental and the case of Porsche/Volkswagen in Germany

10. Threshold for a mandatory offer

11. Principle of whole solicitation and the strategy for adjusting the ratio of acquiring target shares

12. Schemes of arrangements in the UK

Keywords: takeover, UK, Germany, Japan, EU Takeover Directive, defensive measures, cold shouldering, mandatory offer, shareholder decision-making, hidden ownership, Schaeffler/Continental, Porsche/Volkswagen, whole solicitation, schemes of arrangements, Herbert Smith, Gleiss Lutz, change of control clause

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

Suggested Citation

Burian, Michael and Watanabe, Hiroyuki, The Comparison and the Reality of German and the UK Takeover Law (December 31, 2011). The Quarterly Review of Corporation Law and Society, No.29, pages 151-167 (December 2011), Available at SSRN: https://ssrn.com/abstract=3683955

Michael Burian

affiliation not provided to SSRN

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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