Die Stellungnahme der Zielgesellschaft und die Gegenleistung in der Unternehmensübernahme

In addition to the offer document of the bidder, the reasoned opinion of the management board and the supervisory board of the target company is the central source of information for the addressees of a public (takeover) offer in order to be able to make an informed decision on the offer. The most important part of the reasoned opinion is the statement of the management board and the supervisory board of the target company regarding the type and amount of the consideration offered. The thesis examines, in a practical manner, the legal prerequisites for this part of the reasoned opinion and analyses the compliance of the current sanctioning of incorrect opinions with European law. On the one hand, the thesis therefore brings legal certainty for professionals. On the other hand, it points out possibilities for future reforms of the sanctioning of incorrect opinions. Thus, the thesis is directed at professionals and academics, as well as at the legislation.