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Public takeovers

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Forward-looking planning and successful implementation of your public takeover

The German Securities Acquisition and Takeover Act (WpÜG) sets a tight legal framework for public takeovers of listed companies. Bidders and targets must adhere strictly to the detailed requirements of the WpÜG when planning and executing each of the steps in the transaction. Our support enables you to bring a takeover to a successful conclusion.

Your experts on public takeovers

The WpÜG experts in our firm’s multi-location teams work across a range of practice areas to ensure the success of your public takeover. We have the necessary expertise and practical experience in all areas of law relevant to a public takeover offer. In addition to lawyers with knowledge of takeover, stock corporation and capital markets laws, we deploy specialists from other fields, such as IP/IT, commercial, competition, tax, finance and employment laws. 

If the transaction involves legal issues outside Germany, our clients have access to the specialist knowledge and experience of lawyers at around 70 locations in more than 40 countries worldwide.

Public takeovers from the perspective of targets, bidders and banks

We advise bidders and targets, their bodies, major shareholders and investors regarding public takeover offers as well as acquisition offers. We are also often instructed by banks involved to provide legal advice around public takeovers. 

Having successfully advised on many public M&A and capital market transactions, CMS is able to ensure efficient project management in a wide range of scenarios. Our deep understanding of how capital markets work delivers real benefits here.

Public takeovers – in full view

The takeover of a listed company is exposed to full public view. All CMS lawyers specialising in corporate law and capital markets are very aware of the sensitivity surrounding a public takeover offer and act accordingly throughout the process.

Public takeover from pre- to post-M&A

CMS can advise you at all stages of your public M&A transaction. Our preliminary work includes preparing the transaction structure, advising on financing and carrying out legal due diligence. During the formal takeover procedure, we prepare the offer documents and associated publications and agreements. We also handle coordination with the Federal Financial Supervisory Authority (BaFin) on your behalf.

If a public takeover offer is successful, we assist you in concluding domination and profit transfer agreements, excluding minority shareholders (squeeze-out), carrying out reorganisation measures and in exiting the stock exchange (delisting). In addition, we represent our clients in legal challenges as well as in accelerated registration proceedings and valuation appraisal proceedings under German law.

Our lawyers will be happy to provide further information at any time. Please feel free to send us a no-obligation enquiry about your specific requirement.