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Takeovers in English and German Law - Jennifer Payne

Takeovers in English and German Law

By: Jennifer Payne (Editor)

Hardcover Published: 7th November 2002
ISBN: 9781841133409
Number Of Pages: 208

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This book arises out of the second Anglo-German Law Conference in Oxford, held under the auspices of the Oxford Law Faculty and with the support of two leading law firms. The law regarding takeovers has recently taken on a new dimension in Europe, and nowhere more so than in England and Germany. These two jurisdictions have had to consider a number of issues, including the ramifications of the Vodafone/Mannesmann takeover, the proposed Takeover Act in Germany, and the impact of the Financial Services and Markets Act 2000 in England. This collection examines the law regarding takeovers in England and Germany, taking into account these new developments as well as others. It also deals specifically with the issues arising from cross-border mergers between the two jurisdictions. This collection will be indispensable to practicing lawyers and in-house counsel whose practice touches on Anglo-German business affairs. It will also be of real interest to legal academics in this field.

The contributors are distinguished and diverse academics and practitioners who are recognized experts on the English and German laws about which they write. Mark D. Engsberg International Journal of Legal Information May 2004

Forewordp. ix
Introductionp. 1
The Notion of Equality in European Takeover Regulationp. 9
The Potential Scope of Equality Rules in Takeover Regulationp. 9
Rationales for Equality Rulesp. 13
Undistorted Choicep. 14
Protection of Those Not Close to the Marketp. 18
Protection of Non-Controlling Shareholdersp. 20
Conclusionp. 30
Takeovers, Secrecy and Conflicts of Interest: Problems for Boards and Banksp. 33
The German Draft Act on Public Securities Offers and Takeovers of 11 July 2001p. 33
General Observation on the New Rules of the Draft Takeover Act and on their Relation to German Law of Groups of Companiesp. 33
Special Problems concerning Secrecy and Conflicts of Interestp. 37
Secrecy and Disclosurep. 38
Secrecy Before an Offerp. 38
Instant Disclosure of Takeover Plansp. 39
Mandatory Disclosure of Shareholdingsp. 45
Selected Problems of Information and Liability of the Offeror and the Offereep. 46
White Knights, Inside Information and Due Diligencep. 48
Conflicts of Interest of Boards and Banksp. 50
Board Responsibility Beyond Shareholders' Interests Under General Company Lawp. 50
Inducement Fees, Views of the Board and Conflicts of Interestp. 52
Conflicts of Interest of Banks in Takeovers: A Special Problem for Continental European All-Purpose Banksp. 54
Possible Solutions: Preventing Future Conflicts or Solving Present Conflictsp. 56
Rule of Law and Self-Regulation: Differences in History, Corporate Governance and Financial Culture Between the UK and Germanyp. 58
Summaryp. 60
Regulatory Structures: The Relationship Between the Takeover Panel, the FSA and the Courtsp. 65
Introductionp. 65
Legislative Changesp. 66
Market Abusep. 67
The Substantive Overlap with Takeover Regulationp. 67
The FSA's Powersp. 68
Safe Harboursp. 69
FSA's Policiesp. 70
Practical Implicationsp. 72
Regulatory Structuresp. 75
Introductionp. 75
A Brief Look at the Economic Situationp. 76
Prior Takeover Regulation in Germany: The 'Soft Law' Approachp. 76
Key Points of the Government Draft on Takeoversp. 78
General Aimp. 78
Scope of Applicationp. 79
General Principlesp. 79
Timetablep. 80
The Offer Documentp. 80
Considerationp. 81
Mandatory Bidp. 81
'Cooling Off' Periodp. 82
Duties of the Target's Managementp. 82
Sanctionsp. 84
Supervisory Authorityp. 84
Relationship Between the Supervisory Authority and the Courtsp. 85
Ensuring Flexibility of the Regulations with the Use of Ordinancesp. 86
Outlookp. 86
Defence Tacticsp. 87
Introductionp. 87
Hostile Takeovers in the UKp. 87
Hostile Takeovers in Germanyp. 87
Legal and Regulatory Frameworkp. 90
Legal and Regulatory Framework in the UKp. 90
Legal and Regulatory Framework in Germanyp. 94
Defence Tactics--Before the Bidp. 98
Staggered Boardp. 98
Board Designation Rightsp. 99
Shark Repellents, Maximum Voting Rights and Enhanced Voting Rightsp. 100
Cross Shareholdingsp. 102
Restrictions on Share Transfersp. 103
Poison Pillsp. 104
Defence Tactics--After the Bidp. 106
Sale of 'Crown Jewels'p. 106
Significant Acquisitionp. 107
Pacmanp. 108
Recapitalisationp. 109
Standstill Agreementsp. 110
Golden Parachutesp. 111
White Squirep. 112
White Knightp. 114
Anti-trustp. 116
Litigationp. 117
'Winning the Argument'p. 118
Conclusionp. 121
Legal Issues On Cross-Border Mergers between UK Companies and German Companiesp. 123
Introductionp. 123
UK Holding Company Structurep. 124
German Implications of UK Holding Company Structurep. 124
UK Implications of UK Holding Company Structurep. 128
German Holding Company Structurep. 130
UK Implications of German Holding Company Structurep. 131
German Implications of German Holding Company Structurep. 134
Index Considerationsp. 137
Summary of the Advantages/Disadvantages of Various Single Holding Company Structuresp. 138
Dual-Headed Structuresp. 141
Introductionp. 141
The Joint Venture Structurep. 141
The Parallel Structurep. 145
Combining Joint Venture and Parallel Structuresp. 148
Further Tax Considerations Relevant to Dual-Headed Structuresp. 149
The Discount Problemp. 150
Conclusionsp. 150
The German Takeover Actp. 153
A New Takeover Regime for Germany: German Act on Acquisition of Securities and Takeoversp. 173
Table of Contents provided by Syndetics. All Rights Reserved.

ISBN: 9781841133409
ISBN-10: 184113340X
Audience: Professional
Format: Hardcover
Language: English
Number Of Pages: 208
Published: 7th November 2002
Publisher: Bloomsbury Publishing
Country of Publication: GB
Dimensions (cm): 23.4 x 15.6  x 1.6
Weight (kg): 0.4
Edition Number: 1