European requirements set forth in the EU Takeover Directive and their impact on German takeover law
The currently applicable takeover law in Germany is based on an initiative the German federal government took in response to the public takeover battle between the German Mannesmann AG (provider of telecom services) and the UK-based Vodafone Airtouch plc, which finally terminated in Vodafone taking over Mannesmann AG. The deficiencies of the law that were revealed in this public battle prompted the federal administration to charge an expert committee with the drafting of a Takeover Statute. Yet another draft of a Takeover Directive on the EU level having failed, the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) was adopted in 2001 and came into force on 1 January 2002.
Lawyers Dr. Christian Traichel
On a EU level, partly parallel efforts were being made to establish a legal framework for takeovers of enterprises. Efforts within the EU had started as early as 1974 already, and after three decades of tactical maneuvering, the main issue being whether the management board of the target company should be under a neutrality obligation, the EU Justice and Home Affairs Council on 30 March 2004 finally adopted the European Takeover Directive. The German legislator has to transpose its provisions into national law by 20 May 2006, which will necessitate amendments of the WpÜG.
You can see the complete article by double clicking on the PDF icon above.
