Overview

For the successful acquisition of a publicly-listed company in Germany, a bidder must carefully consider legal and strategic implications at each stage of the takeover process. This briefing by Mayer Brown explains the legal framework within which takeovers occur, and describes strategies for the effective implementation of a takeover bid.

Throughout Europe, takeovers of publicly-listed companies are governed by the European Takeover Directive (2004/24/EC). Germany had passed specific legislation on takeovers prior to the Takeover Directive, following the Vodafone/ Mannesmann takeover. The German Securities Acquisition and Takeover Act (Takeover Act, or Wertpapiererwerbs- und Übernahmegesetz, WpÜG), which entered into force on 1 January 2002, is applicable to public offers for German target companies whose shares are listed in Germany.

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