7 - Germany

Summary

Introduction

The German legislator had been called upon by the Takeover Directive to harmonize German law, in particular the WpÜG (Wertpapiererwerbs- und Übernahmegesetz – WpÜG (Securities Acquisition and Takeover Act)), with the new European requirements. The Takeover Directive has, for the meantime, successfully concluded the numerous attempts to achieve uniform frame conditions for takeovers. Of course, this could only be realised at the cost of a compromise, which is reflected, in particular, in the option model.

The WpÜG, introduced on 1 January 2002, already corresponded substantially to the requirements of the Takeover Directive, as it had been largely based on the previous proposal of the Takeover Directive. However, the basic concept behind the WpÜG is different from that of the Takeover Directive as the German Act contains provisions relating both to takeovers and to simple bids to acquire shares of listed companies.

With only a slight delay, the German legislator implemented the Takeover Directive into German law in the form of an omnibus Act, the Takeover Directive Implementation Act (Gesetz zur Umsetzung der Richlinie 2004/25/EG des Europäischen Parlaments und des Rates vom 21. April 2004 betreffend Übernahmeangebote, Übernahmerichtlinie-Umsetzungsgesetz), which principally contains amendments to the WpÜG and also to the Stock Corporation Act (Aktiengesetz – AktG), the Commercial Code (Handelsgesetzbuch – HGB) and other statutes. The Takeover Directive Implementation Act came into force on 14 July 2006, the day after its promulgation.