Liquide Aktien als Gegenleistung im deutschen Übernahmerecht

Public takeovers in which shares are used as consideration for the acquisition instead of cash offer numerous advantages for the stakeholders involved. However, for shares to be admissible as consideration, they must be liquid. The question of their liquidity is particularly relevant in practice, as BaFin currently applies such a strict standard that a large portion of German listed companies are effectively unable to offer shares as consideration. The underlying understanding of liquidity undermines a central objective of the WpÜG – strengthening Germany as a business location. Based on economic, empirical, and comparative legal analyses, this thesis develops a more balanced assessment standard that does justice to the interests involved.Public takeovers in which shares are used as consideration for the acquisition instead of cash offer numerous advantages for the stakeholders involved. However, for shares to be admissible as consideration, they must be liquid. The question of their liquidity is particularly relevant in practice, as BaFin currently applies such a strict standard that a large portion of German listed companies are effectively unable to offer shares as consideration. The underlying understanding of liquidity undermines a central objective of the WpÜG – strengthening Germany as a business location. Based on economic, empirical, and comparative legal analyses, this thesis develops a more balanced assessment standard that does justice to the interests involved.