Germany M&A report 2015
What legislation and regulatory bodies govern public M&A activity in your jurisdiction?
Public M&A activities in Germany have to comply with the German Securities Acquisition and Takeover Act (WpÜG), the German Offer Ordinance and further statutory ordinances, the German Securities Trading Act (WpHG) and the German Stock Corporation Act (AktG).
The German Federal Financial Supervisory Authority (BaFin) supervises and enforces these laws. Additionally, public M&A activities are subject to national or EU merger control and further regulatory clearances where applicable.
How, and by what measures, are takeover regulations (or equivalent) enforced?
Bidders may not exercise their voting rights for as long as they do not comply with takeover regulations and, in case of breaching voting right notification duties under the Securities Trading Act, even up to half a year beyond this period. Further, BaFin may impose fines and prevent the bidder from making noncompliant offers and impose a one year ban on making subsequent offers. Violations of insider trading provisions constitute criminal offences and can be punished by fines or imprisonment. If a bidder does not comply with mandatory offer rules, they are liable for interest for the period of noncompliance.
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