Public M&A, defence, shareholder activism and short attacks
Your protective shield in critical stock market situations – legally firm, strategically clever, operationally fast.
From public takeovers and defence strategies to attacks by activist investors or short sellers: we can provide you with the right tools and stand alongside you – with legal excellence, strategic depth and operational responsiveness.
"A well thought-out defence manual can make all the difference in the event of a hostile takeover or short attack."
Dr. Jochen N. Schlotter
Partner
Partner for stock corporation and capital markets law | CMS
Our range of advisory services on public M&A, defence, shareholder activism and short attacks
- Providing advice on public takeovers and defence:
- Strategic planning of and assistance with voluntary public acquisition offers, takeover bids and mandatory offers; preparing a detailed schedule and action plan
- Assisting the bidder with preparing the offer document (including coordination with the German Federal Financial Supervisory Authority (BaFin)) and the other transaction documents
- Assisting the management board and/or supervisory board of the target company with drafting the statement with reasons in accordance with section 27 German Securities Acquisition and Takeover Act (WpÜG)
- Assisting with the talks between bidders, significant shareholders and the target company as well as drafting, coordinating and negotiating agreements such as business combination agreements or investor agreements and irrevocable undertakings by significant shareholders to accept offers in connection with voluntary public takeover bids
- Assisting the bidder with its legal integration of the target company (e.g. conclusion of inter-company agreements, squeeze-out, transformation measures)
- Defence manuals: Drafting and implementing defence manuals to ward off unwanted takeover attempts
Further information on our advice on public takeovers and defence can be found here.
- Providing advice on shareholder activism including activist demands with a sustainability focus (ESG shareholder activism):
- Providing advice on how the management board and/or supervisory board should respond to demands by activist investors to comply with their duties; preparing expert opinions on compliance with the Business Judgement Rule (Business Judgement Opinions)
- Providing advice and assistance with measures to prevent and prepare for shareholder activism (activism preparedness) and in defence against attacks by activist investors
- Drafting and maintaining an (emergency) guide for potential attacks by activist investors (defence manual)
- Providing advice on short attacks:
- Providing advice and assistance in connection with defending against attacks by short sellers
- Preparing and providing advice on preventive measures against short sellers and countermeasures after a short attacks
- Drafting and maintaining an (emergency) guide for potential short attacks (defence manual)
Whether you have initial questions or a complex project – we will set aside time for you and assist you with all of your legal, interdisciplinary issues, whether these are of a national or international nature.
Arrange a meeting with our experts.
Our main areas of expertise in stock corporation and capital markets law
General meetings
Corporate governance – Management board and supervisory board
Capital measures and share buyback programmes
Transactions under stock corporation law
Capital markets law compliance
Remuneration of board members and employee incentive plans
Delisting & going private
Structural and integration measures, group law and corporate litigation
Visit our CMS blog for important specialist and background information
Legal experts for Public M&A, defence, shareholder activism and short attacks
Local market knowledge. Global outlook
We provide future-facing legal advice to help your organisation thrive. Combining local market knowledge and a global perspective, and with lawyers in locations worldwide, your organisation benefits from the expertise it needs, even across borders.
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