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

540 19 A Listed Company as the Target According to the German WpÜG, the offeror has a duty to disclose a decision to make a publ ...

19.9 Acting in Concert, Acting in a Certain Capacity 541 19.9 Acting in Concert, Acting in a Certain Capacity The capacity in wh ...

542 19 A Listed Company as the Target Acting in concert and the mandatory bid: the Deutsche Börse case. The Deutsche Börse case ...

19.10 Public Takeover Offers 543 should adopt, by concerted exercise of the voting rights they hold, a lasting common policy tow ...

544 19 A Listed Company as the Target offeree company must have sufficient time and information to enable them to reach a prop- ...

19.10 Public Takeover Offers 545 company’s securities, the disclosure of the result of a bid, the irrevocability of a bid, and t ...

546 19 A Listed Company as the Target must be adverse enough to strike at the heart of the purpose of the transaction in questio ...

19.10 Public Takeover Offers 547 will own 100% of the company. The bidder’s actions will then not be constrained by minority sha ...

20 Acquisition Finance 20.1 Introduction Business acquisitions belong to the largest investments that the firm makes. Ac- quisit ...

550 20 Acquisition Finance Third, funding can be raised by one or more of those legal entities. It is usual to employ a legal en ...

20.1 Introduction 551 quirer’s lenders; the target or its assets; the target’s owners; and the target’s lend- ers. Traditional c ...

552 20 Acquisition Finance 20.2 Funding Mix Europe has a substantially higher share of cash-financed takeovers compared with the ...

20.2 Funding Mix 553 Target Share deal: fi- nancial assis- tance ex ante. Asset deal: cash payment in the future (loan). Share d ...

554 20 Acquisition Finance agreements or as a termination event under the target’s contracts with asset inves- tors. Both cases ...

20.3 Particular Remarks on Securities Lending 555 capital ratio, excluding hybrid capital, of 5.5%-6.0%;^17 a hybrid capital rat ...

556 20 Acquisition Finance rights Directive (2007/36/EC).^23 Directive 2007/36/EC requires a “record date”. Member States must p ...

20.4 Financial Assistance 557 In practice, it can be particularly difficult to define what financial assistance means and apply ...

558 20 Acquisition Finance Financial assistance not prohibited under the Second Directive. Although the main rule is broad becau ...

20.4 Financial Assistance 559 In Germany, it has been argued that § 57(1) AktG can restrict a downstream merger be- tween the ta ...

560 20 Acquisition Finance purchase of Fiskars shares by any party.^37 An objective test might have lead to another con- clusion ...