Die Preisfindung im Übernahmerecht

The price which is offered to the offerees for their interest in the target company is an essential feature of any voluntary or mandatory takeover bid. In contrast to other codes, the German Securities Acquisition and Takeover Act (WpÜG) provides not only that the price must be “equitable”, but also holds definite provisions in the Act and its accompanying ordinance (WpÜG-AngebotsVO) on how the price is to be determined. These Pricing Rules are rife with conflict due to the inherent clash of interests.

The author examines the content and (supposed) weaknesses of the Pricing Rules. Including, inter alia, the regulation in other jurisdictions, the author examines the existence of optimisation possibilities for finding the actual “equitable” price. The examination does not only focus on substantive Takeover Law but also on new procedural ways to optimize pricing in Takeover Law.