As is the case on Anglo-American markets, an increasing number of company acquisitions are being practised in the Federal Republic as an instrument of external growth. The main reasons for this development are the structural changes as part of the introduction of the Single European Market and the special situation prevailing in the Federal Republic following the unification of the former two German states. The other motives and specific market mechanisms on which this increase in company acquisitions is based are not included in the following comments as these are mainly designed to show the legal prerequisites under which company acquisitions can be made in the Federal Republic and to what extent legal regulations in the Federal Republic differ from those in other legal systems.
A general definition of a company is of critical importance for the question of which rules of law have to be observed.
German law provides no uniform legal definition of a company. There are naturally a whole series of rules containing the legal structure of the individual corporate forms. A definition of the substance of a company in the individual corporate forms must always be determined by interpretation in the light of the purpose of the law.
The essential features applicable to each corporate form are the people and the tangible and intangible assets and goodwill which are controlled by a uniform organisation and serve a common economic purpose. Every company therefore consists of a combination of persons, assets, all types of rights, know-how, and organisation and interaction with third parties. The following comments are designed to show how such acquisitions of companies or company divisions are possible and which regulations apply in this process.
For further information please contact Dr Erich Michel, Wessing Berenberg-Gossler Zimmermann Lange, Freiherr-Vom-Stein-Strasse 24-26, Frankfurt am Maim 60323, Frankfurt, Germany- Tel: +496 997 1300, Fax: +496 997 130100.
You may also wish to read through related Wessing Berenberg-Gossler Zimmermann Lange. You can view the entire archive via the Internet on Business Monitor Online (http://www.businessmonitor.co.uk), or via your online provider by entering "Wessing Berenberg-Gossler Zimmermann Lange" and "Business Monitor" as a free text search.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
By 27 December 2016, the Croatian Parliament needs to implement the Directive 2014/104/EU on antitrust damages actions, which is expected to streamline the procedure for private individuals and businesses to sue for damages...
The European Commission recently published its preliminary report on the E-commerce Sector Inquiry, identifying potential competition concerns in cross-border e-commerce of digital content and consumer goods.
The German government has recently published a bill that would significantly amend the criteria for determining whether an M&A transaction is subject to German merger control.
Some comments from our readers… “The articles are extremely timely and highly applicable” “I often find critical information not available elsewhere” “As in-house counsel, Mondaq’s service is of great value”
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).