| Foreword |
|
ix | |
|
|
|
|
|
1 | (8) |
|
|
|
The Notion of Equality in European Takeover Regulation |
|
|
9 | (24) |
|
|
|
The Potential Scope of Equality Rules in Takeover Regulation |
|
|
9 | (4) |
|
Rationales for Equality Rules |
|
|
13 | (17) |
|
|
|
14 | (4) |
|
Protection of Those Not Close to the Market |
|
|
18 | (2) |
|
Protection of Non-Controlling Shareholders |
|
|
20 | (10) |
|
|
|
30 | (3) |
|
Takeovers, Secrecy and Conflicts of Interest: Problems for Boards and Banks |
|
|
33 | (32) |
|
|
|
The German Draft Act on Public Securities Offers and Takeovers of 11 July 2001 |
|
|
33 | (5) |
|
General Observation on the New Rules of the Draft Takeover Act and on their Relation to German Law of Groups of Companies |
|
|
33 | (4) |
|
Special Problems concerning Secrecy and Conflicts of Interest |
|
|
37 | (1) |
|
|
|
38 | (12) |
|
|
|
38 | (1) |
|
Instant Disclosure of Takeover Plans |
|
|
39 | (6) |
|
Mandatory Disclosure of Shareholdings |
|
|
45 | (1) |
|
Selected Problems of Information and Liability of the Offeror and the Offeree |
|
|
46 | (2) |
|
White Knights, Inside Information and Due Diligence |
|
|
48 | (2) |
|
Conflicts of Interest of Boards and Banks |
|
|
50 | (10) |
|
Board Responsibility Beyond Shareholders' Interests Under General Company Law |
|
|
50 | (2) |
|
Inducement Fees, Views of the Board and Conflicts of Interest |
|
|
52 | (2) |
|
Conflicts of Interest of Banks in Takeovers: A Special Problem for Continental European All-Purpose Banks |
|
|
54 | (2) |
|
Possible Solutions: Preventing Future Conflicts or Solving Present Conflicts |
|
|
56 | (2) |
|
Rule of Law and Self-Regulation: Differences in History, Corporate Governance and Financial Culture Between the UK and Germany |
|
|
58 | (2) |
|
|
|
60 | (5) |
|
Regulatory Structures: The Relationship Between the Takeover Panel, the FSA and the Courts |
|
|
65 | (10) |
|
|
|
|
|
65 | (1) |
|
|
|
66 | (1) |
|
|
|
67 | (8) |
|
The Substantive Overlap with Takeover Regulation |
|
|
67 | (1) |
|
|
|
68 | (1) |
|
|
|
69 | (1) |
|
|
|
70 | (2) |
|
|
|
72 | (3) |
|
|
|
75 | (12) |
|
|
|
|
|
75 | (1) |
|
A Brief Look at the Economic Situation |
|
|
76 | (1) |
|
Prior Takeover Regulation in Germany: The `Soft Law' Approach |
|
|
76 | (2) |
|
Key Points of the Government Draft on Takeovers |
|
|
78 | (8) |
|
|
|
78 | (1) |
|
|
|
79 | (1) |
|
|
|
79 | (1) |
|
|
|
80 | (1) |
|
|
|
80 | (1) |
|
|
|
81 | (1) |
|
|
|
81 | (1) |
|
|
|
82 | (1) |
|
Duties of the Target's Management |
|
|
82 | (2) |
|
|
|
84 | (1) |
|
|
|
84 | (1) |
|
Relationship Between the Supervisory Authority and the Courts |
|
|
85 | (1) |
|
Ensuring Flexibility of the Regulations with the Use of Ordinances |
|
|
86 | (1) |
|
|
|
86 | (1) |
|
|
|
87 | (36) |
|
|
|
|
|
|
|
87 | (3) |
|
Hostile Takeovers in the UK |
|
|
87 | (1) |
|
Hostile Takeovers in Germany |
|
|
87 | (3) |
|
Legal and Regulatory Framework |
|
|
90 | (8) |
|
Legal and Regulatory Framework in the UK |
|
|
90 | (4) |
|
Legal and Regulatory Framework in Germany |
|
|
94 | (4) |
|
Defence Tactics---Before the Bid |
|
|
98 | (8) |
|
|
|
98 | (1) |
|
|
|
99 | (1) |
|
Shark Repellents, Maximum Voting Rights and Enhanced Voting Rights |
|
|
100 | (2) |
|
|
|
102 | (1) |
|
Restrictions on Share Transfers |
|
|
103 | (1) |
|
|
|
104 | (2) |
|
Defence Tactics---After the Bid |
|
|
106 | (15) |
|
|
|
106 | (1) |
|
|
|
107 | (1) |
|
|
|
108 | (1) |
|
|
|
109 | (1) |
|
|
|
110 | (1) |
|
|
|
111 | (1) |
|
|
|
112 | (2) |
|
|
|
114 | (2) |
|
|
|
116 | (1) |
|
|
|
117 | (1) |
|
|
|
118 | (3) |
|
|
|
121 | (2) |
|
Legal Issues On Cross-Border Mergers between UK Companies and German Companies |
|
|
123 | (30) |
|
|
|
|
|
|
|
123 | (1) |
|
UK Holding Company Structure |
|
|
124 | (6) |
|
German Implications of UK Holding Company Structure |
|
|
124 | (4) |
|
UK Implications of UK Holding Company Structure |
|
|
128 | (2) |
|
German Holding Company Structure |
|
|
130 | (7) |
|
UK Implications of German Holding Company Structure |
|
|
131 | (3) |
|
German Implications of German Holding Company Structure |
|
|
134 | (3) |
|
|
|
137 | (1) |
|
Summary of the Advantages/Disadvantages of Various Single Holding Company Structures |
|
|
138 | (3) |
|
|
|
141 | (9) |
|
|
|
141 | (1) |
|
The Joint Venture Structure |
|
|
141 | (4) |
|
|
|
145 | (3) |
|
Combining Joint Venture and Parallel Structures |
|
|
148 | (1) |
|
Further Tax Considerations Relevant to Dual-Headed Structures |
|
|
149 | (1) |
|
|
|
150 | (1) |
|
|
|
150 | (3) |
| Appendix 1 The German Takeover Act |
|
153 | (20) |
| Appendix 2 A New Takeover Regime for Germany: German Act on Acquisition of Securities and Takeovers |
|
173 | |
