The Law of Corporate Finance: General Principles and EU Law: Volume III: Funding, Exit, Takeovers

16.5 Purchase Price and the Payment Method 479 16.5.2 Choice of the Payment Method The acquirer should of course seek a form of ...

480 16 Key Provisions of the Acquisition Agreement From the perspective of the acquirer, a share exchange or the issuing of shar ...

16.5 Purchase Price and the Payment Method 481 Table 16.1 Differences Between Cash Offers and Share Offers Cash offer Share offe ...

482 16 Key Provisions of the Acquisition Agreement will then mean that the acquirer may walk away or renegotiate the purchase pr ...

16.5 Purchase Price and the Payment Method 483 retail bank by number of branches and the market leader with Mittelstand compa- n ...

484 16 Key Provisions of the Acquisition Agreement the exact mechanism of price reduction or damages (a dynamic component, see V ...

16.5 Purchase Price and the Payment Method 485 The adjustment of the consideration can therefore depend on the circumstances of ...

486 16 Key Provisions of the Acquisition Agreement Fourth, the making of any additional payments to vendors after they already h ...

16.7 Excursion: Auction Sale 487 16.7 Excursion: Auction Sale A voluntary auction sale of shares is initiated by the vendor in c ...

488 16 Key Provisions of the Acquisition Agreement vendor would prefer a prospective bidder to show that its bank has given a bi ...

16.7 Excursion: Auction Sale 489 Table 16.2 Auction Sale. What Will the Seller Do? First stage: Fundamental choices and time- co ...

17 Duties of the Board in the Context of Takeovers Takeovers 17.1 General Remarks Business acquisitions raise questions about bo ...

492 17 Duties of the Board in the Context of Takeovers final offer for Yahoo! was about $47.5 billion and some 70% more than Yah ...

17.2 In Whose Interests Shall Board Members Act? 493 tral”. The main company law rule is that board members must act in the inte ...

494 17 Duties of the Board in the Context of Takeovers offeree company not unnecessarily to be hindered in the conduct of its af ...

17.2 In Whose Interests Shall Board Members Act? 495 the offer” during a certain period of time. However, the WpÜG does not real ...

496 17 Duties of the Board in the Context of Takeovers 17.3 Duty to Obtain Advice or to Give Advice Requirements as to the subst ...

17.3 Duty to Obtain Advice or to Give Advice 497 valuation of a company (flexibility of law, Volume II). For statements by the b ...

498 17 Duties of the Board in the Context of Takeovers agent hypothesis) and its managers who only want to remain in control (th ...

17.4 Takeover Defences and the Interests of the Firm 499 should never be “neutral”, and it is simply wrong to assume that the bo ...