Put Up or Shut Up – ein Regelungsmodell zur Erfassung der Vorbereitungsphase im WpÜG

The preparatory stage of a public takeover offer is not covered by the WpÜG, although it is of considerable importance for the parties. There are neither secrecy obligations of the parties involved, nor does the WpÜG address situations in which offer-related information becomes known in advance. The non-coverage of the preparatory phase in the WpÜG represents a peculiar approach in a European comparison and has recently proven to be problematic. This paper examines the shortcomings of the German regulatory approach, compares it with the legal situation under the City Code on Takeovers and Mergers, and formulates a regulatory proposal against this background and taking into account the regulatory objectives of the WpÜG.