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The book introduces the reader To The new legal framework of public takeovers in Germany. it first explains the peculiarities of the German stock corporation, essentially the only company form capable of being publicly traded. Secondly, The rules of the new Securities Acquisition and Takeover Act are described to give an overview over the densely regulated takeover procedure. Thirdly, this book addresses important post-takeover issues, such as the restructuring measures that may be taken after an Offer has been successfully completed, including the newly introduced squeeze-out. The translations of the relevant German laws, In particular the Securities Acquisition and Takeover Act And The regulations promulgated thereunder, substantial portions of the Stock Corporation Act and other statutory materials relevant in public takeover situations are arranged synoptically. Together with the introduction, these texts will assist strategic and financial investors, their investment bankers, lawyers and other advisors to better Understand The new German law relating To The public takeover of listed companies.
No one doubts any longer that sustainable development is a normative imperative. Yet there is unmistakably a great reluctance to acknowledge any legal basis upon which companies are obliged to forgo 'shareholder value' when such a policy clearly dilutes responsibility for company action in the face of continuing environmental degradation. Here is a book that boldly says: 'Shareholder primacy' is wrong. Such a narrow, short-term focus, the author shows, works against the achievement of the overarching societal goals of European law itself. The core role of EU company and securities law is to promote economic development, notably through the facilitation of market integration, while its contributory role is to further sustainable development through facilitation of the integration of economic and social development and environmental protection. There is a clear legal basis in European law to overturn the poorly substantiated theory of a 'market for corporate control' as a theoretical and ideological basis when enacting company law. With rigorous and persuasive research and analysis, this book demonstrates that: European companies should have legal obligations beyond the maximization of profit for shareholders; human and environmental interests may and should be engaged with in the realm of company law; and company law has a crucial role in furthering sustainable development. As a test case, the author offers an in-depth analysis of the Takeover Directive, showing that it neither promotes economic development nor furthers the integration of the economic, social and environmental interests that the principle of sustainable development requires. This book goes to the very core of the ongoing debate on the function and future of European company law. Surprisingly, it does not make an argument in favour of changing EU law, but shows that we can take a great leap forward from where we are. For this powerful insight - and the innumerable recognitions that support it - this book is a timely and exciting new resource for lawyers and academics in 'both camps' those on the activist side of the issue, and those with company or official policymaking responsibilities.
“The richness, clarity and nuances of the structure and methodology followed by the contributors make the book a very valuable tool for students... seeking to obtain a general understanding of the market and how it is regulated.” – Ligia Catherine Arias Barrera, Banking & Finance Law Review The fully updated edition of this user-friendly textbook continues to systematise the European law governing capital markets and examines the underlying concepts from a broadly interdisciplinary perspective. The 3rd edition deals with 3 central developments: the project of the capital markets union; sustainable finance; and the further digitalisation of financial instruments and securities markets. The 1st chapter deals with the foundations of capital markets law in Europe, the 2nd explains the basics, and the 3rd examines the regime on market abuse. Chapter 4 explores the disclosure system and chapter 5 short-selling and high-frequency trading. The role of intermediaries, such as financial analysts, rating agencies, and proxy advisers, is described in chapter 6. Chapter 7 explains compliance and corporate governance in investment firms and chapter 8 illustrates the regulation of benchmarks. Finally, chapter 9 deals with public takeovers. Throughout the book emphasis is placed on legal practice, and frequent reference is made to the key decisions of supervisory authorities and courts. This is essential reading for students involved in the study of capital markets law and financial law.
Since it was enacted early in 2002, the German Securities Acquisition and Takeover Act has proven to be a well functioning body of law for public takeovers. With ample opportunity to work with the rules, all parties offerors, target company directors and managers, regulators, and courts have established a firm basis for proceeding confidently with public mergers and acquisitions and public-to-private transactions in Germany. This shift from the uncertain business environment in which the first edition of this book appeared in 2002 calls for an update. This new edition takes into account all the regulatory and judicial clarifications that have emerged during the intervening years, as well as the 2006 amendments that make use of the option not to apply the restrictive European model concerning defensive measures of target companies against public takeover attempts. Among the features of the Act (and the legal framework it represents) considered here are the following: the European passport for public offers; squeeze-out options for offerors; sell-out option for shareholders of target companies; the role of the regulator (BaFin); and restructuring measures after a successful offer. A substantial portion of the book is taken up with texts of the relevant German laws and regulations, synoptically arranged in both German and English. In particular it contains the complete Securities Acquisition and Takeover Act and all of its related regulations, together with substantial portions of the Stock Corporation Act and many other statutory materials that are relevant in public takeover and public-to-private transactions. The German Public Takeover Law, Second Edition, will greatly assist strategic and financial investors, their investment bankers, lawyers and other advisors in international and cross-border business to better understand what their German lawyers are advising them, as it facilitates communication between different legal cultures. The book is also an excellent guide to the current and future characteristics of the law governing German equity markets.
This second edition of Historical Dictionary of Contemporary Germanyprovides a comprehensive overview of most aspects of life and institutions in contemporary Germany. It also introduces the reader to the historical development of both East and West Germany between 1949 and 1990, and addresses the various issues arising from reunification. This second edition of Historical Dictionary of Contemporary Germany contains a chronology, an introduction, appendixes, and an extensive bibliography. The dictionary section has over 500 cross-referenced entries on important personalities, politics, economy, foreign relations, religion, and culture. This book is an excellent access point for students, researchers, and anyone wanting to know more about Germany.
An Introduction to Bilingualism provides a comprehensive review of the most important aspects of individual and societal bilingualism, examining both theoretcial and practical issues. At the level of the individual, it addresses such questios as: What is involved in the study of bilingual children? What are the patterns of bilingual language acquisition? In which ways do the language competence and the speech of bilinguals differ from those of monolinguals? Topics that sometimes arouse controversy are explored - such as the question of whether there is a relationship between bilingualsim and a child's cognitive, psychological and social development. The book is also concerned with multilingualism, that is, bilingualsim as a societal phenomenon. It focuses on such issues as language choice in bilingual and multilingual communities, national identity and the education of bilinguals. The inclusion of several case studies of European linguistic minorities serves to exemplify the topics dealt with at the theoretical level and to illustrate the linguistic complexities found in contemporary Europe.