About the Work

The commentary provides a practical explanation of the WpÜG (German Securities Acquisition and Takeover Act). It evaluates case law and literature since the enactment of the law. Notable points include:

• The behavioral obligations of the management of the target company in a takeover situation
• The obligation of the board of directors and supervisory board to respond after a purchase and takeover offer has been made
• The participation rights of employees of the target company
• The limits of a friendly takeover
• Defensive measures of the target company in the event of a hostile takeover
• The prohibition against thwarting actions directed at the target company
• The responsibilities of the general meeting of the target company in a takeover situation
• Liability of the management and the target company for erroneous statements and unlawful defensive measures
• Scope and limits of the mandatory offer following the acquisition of control
• Exemptions.