Minority shareholders can typically only passively accept the takeover of public companies. For minority shareholders of listed companies, the mandatory offer established in § 35 Abs. 2 WpÜG represents a significant new regulation. The question arises whether this regulation serves merely to protect the functioning of the capital market or whether it also aims to protect the individual interests of minority shareholders. The latter is crucial for shareholders to assert the obligation to make an offer in court. Due to regularly low attendance at general meetings, there is a parallel between control in the sense of § 29 Abs. 2 WpÜG and dependence in the sense of § 17 AktG. Thus, the mandatory offer provides protection against corporate entry. This work examines whether this protection contradicts corporate law and to what extent adjustments are necessary.