2 years ago

Capital Markets

  • Text
  • Markets
  • Noerr
  • Listed
  • Equity
  • Takeover
  • Germany
  • Bonds
  • Shareholders
  • Awards
  • Investors


NOERR_CAPITAL MARKETS Stock corporation and group law The governance of listed companies is not an easy task and requires a high level of legal expertise. At the same time, the requirements for the activities of the member of the executive bodies are becoming increasingly stringent – and with them the risk of being taken to court or prosecuted. We advise listed companies, members of their executive bodies, and investors on all issues of stock corporation and group law as well as all matters of liability and criminal law. Our advice is not just limited to the legal aspects: Together with our tax consultants, auditors and management consultants we develop sustainable solutions and make sure that the commercial aspects are given proper consideration. Our areas of expertise include: • Preparing, implementation and follow-up of shareholders‘ meetings (including managing any subsequent litigation) • Drafting and reviewing of corporate governance arrangements (e.g. articles of association, rules of procedure, internal guidelines) • Assisting in fulfilling the duties with respect to business organisation • Complying with disclosure requirements • Complying with insider trading law and the organisational aspects of compliance (including internal investigations) • Developing remuneration and incentive models for members of executive bodies (including share option programmes) • Advising members of executive bodies on D&O insurances, duties of care and so-called directors‘ dealings • Advising with regard to claims against directors and officers • Organising, structuring and terminating of relationships within company groups (including conclusion and termination of control and profit transfer agreements) • Handling issues of corporate co-determination and works constitution law • Introducing group policies and matrix organisations • Taking measures under the German Transformation Act (Umwandlungsgesetz) designed to optimise the group structure, such as mergers, demergers and changes in legal form 8

CAPITAL MARKETS_NOERR Public takeovers Public takeovers, in both friendly and hostile forms, have become a global phenomenon. Enterprises consolidate and acquire companies in this way across the globe. Target companies often respond to this trend by deploying defence strategies in advance of a takeover, but are also subject to special neutrality and disclosure requirements. At the same time, shareholders and bidders are becoming more proactive. They challenge members of the management board, publicly question their corporate strategies and take a leading role in disputes with the target company. We advise bidders, target companies and shareholders from the preparation of a public takeover up to and including post-merger integration. During this process you will benefit from our practical experience in takeover scenarios and our full-service approach: We have recognised experts in all the legal fields that might play a role in a public takeover, such as antitrust law, European state aid law, financing and tax law. In addition, our lawyers work closely with our Financial Advisory Services experts who, if you wish, will analyse the bidder or target company‘s strengths and weaknesses in advance in order to use them for offensive or defensive strategies. Our key areas of expertise include: • Developing and structuring takeover and purchase offers • Negotiating acquisitions of stakes and irrevocable undertakings with existing shareholders • Negotiating so-called confidentiality and standstill agreements as well as business combination agreements • Advising management boards and supervisory boards in takeover situations • Developing defense strategies for target companies/safeguard measures for bidders (deal protection) • Drafting the offer documents and, where necessary, an accompanying securities prospectus (in case of share-for-share transactions) • Coordinating the transaction with the German federal financial supervisory authority (BaFin) • Filing notifications under the German Securities Acquisition and Takeover Act (WpÜG) • After completion of the takeover: Concluding control and profit transfer agreements, squeeze-outs, delisting and post-merger integration PRE-TAKEOVER TAKEOVER MANAGEMENT POST-TAKEOVER 9 Structuring the transaction within the possibilities offered by takeover law Full-service advice during the takeover covering negotiations, documentation and consultations with the regulator BaFin Legal support during the integration phase


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