Mergers and Acquisitions in Germany
- Book Review,
by Gerhard Picot
Book Description
Mergers & Acquisitions in Germany is an outstanding guide for those who are engaged in, or anticipate becoming engaged in German-related transactions and shows the considerable national and international experience of Dr. Picot. It will be of great use to professionals in legal and tax departments, as well as those in corporate development and corporate planning departments. In particular, it will be indispensable to those banks and investment banks, lawyers, notaries, auditors and tax advisors, as well as all other professionals in the areas of M & A, corporate restructuring and remediation who are involved in any way with Mergers & Acquisitions in Germany. Mergers & Acquisitions in Germany discusses all aspects of national and international law which are of central importance in the area of Mergers and Acquisitions in Germany, including the issue of corporate succession (MBO, LBO, MBI), as well as the restructuring of corporations, and presents the complex relations and legal issues of the topic in a well-founded, clear and practice-orientated manner. Mergers & Acquisitions in Germany Provides Analysis and Commentary On: The concepts and types of corporate acquisitions as well as the different methods and procedures of acquiring companies in Germany. The M & A procedure, including both the traditional acquisition process and the Anglo-American style bidding process; including the important role played by investment bankers. A detailed description and analysis of the precontractual negotiations, the drafting and formation of the sale, purchase and transfer agreements, the execution and implementation of such agreements and in particular the transfer of businesses and employment relations by way of legal transaction. The rescission of acquisition transactions. The financing of corporate acquisitions as well as the special characteristics and the tax aspects of management buy-outs and leveraged buy-outs. German and European antitrust law and the private international law of the corporate acquisition. Chapter Coverage Includes: General remarks regarding the purchase and restructuring of enterprises The importance of the law of contract for the corporate acquisition and for the restructuring of enterprises Preparation, concept, procedure and types of corporate acquisition (bidding procedure / auction process) Pre-contractual negotiation stage Formation of the Sale and Purchase Agreement Conclusion and execution of the Sale and Purchase Agreement The transfer of the business and the employment contracts by way of legal transaction Change in the business, in particular the balance of interests and the social compensation plan for disadvantages of employees Rescission of corporate transfers Financing the corporate acquisition Peculiarities of the management-buy-out the leveraged-buy-out and the management-buy-in Private International Law concerning governing law, jurisdiction and arbitration Extracts from German Legislation - Provisions important for M & A -
About the Author
Dr Gerhard Picot is Partner in the Cologne Office of the law firm Freshfields Deringer which is one of the three largest international law firms in Europe. He specializes in Mergers & Acquisitions as well as in Restructuring of Companies. Since 1979 Dr. Picot has negotiated numerous national and international M & A's and Restructuring of companies worldwide and has written more than 30 legal articles on this topic. His German Handbook "Unternehmenskauf und Restrukturierung" was recently published in its 2nd edition by C. H. Beck. Furthermore, in the winter semester of 1998-99 Witten/Herdecke University established the first "Institute for Mergers & Acquisitions" with Dr. Picot as Chair and Honorary Professor.
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