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Mergers and acquisitions in Germany

  • Frank A. Schmid
  • Mark Wahrenburg
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    National differences in corporate governance practices in Europe, such as board structures, shareholder structures, and labor participation rights, make it difficult to operate in the European cross-border mergers and acquisitions environment. Particularly thorny issues are "golden shares" and labor participation in corporate decision-making. The widespread use of golden shares among its European neighbors was critical for Germany in causing the collapse of the proposed takeover directive in the European parliament in July 2001. Another area in which the harmonization efforts of the European Union were struggling is labor participation in company decisions. On October 8, 2001, after 31 years of negotiation, the European Union gave birth to the Societas Europea, or SE. The legislation, which is set to enter into force in 2004, allows companies that operate in more than one state of the European Union to establish as a single company under European Union law. European harmonization efforts notwithstanding, to date, individual country law dominates in both domestic and cross-border mergers and acquisitions in Europe. This paper reviews the social setting and the regulatory framework for mergers and acquisitions or, more generally, for the transfer of cash flow rights on complex assets in Germany.

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    Paper provided by Federal Reserve Bank of St. Louis in its series Working Papers with number 2002-027.

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    Date of creation: 2002
    Date of revision:
    Handle: RePEc:fip:fedlwp:2002-027
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    1. Gary Gorton & Frank A. Schmid, 2002. "Class struggle inside the firm: a study of German codetermination," Working Papers 2000-025, Federal Reserve Bank of St. Louis.
    2. Ekkehart Boehmer, 1999. "Business Groups, Bank Control and Large Shareholders: An Analysis of German Takeovers," Working Papers 1999.20, Fondazione Eni Enrico Mattei.
    3. Gorton, Gary & Schmid, Frank A., 2000. "Universal banking and the performance of German firms," Journal of Financial Economics, Elsevier, vol. 58(1-2), pages 29-80.
    4. Tim Jenkinson & Alexander Ljungqvist, 1999. "The Role of Hostile Stakes in German Corporate Governance," OFRC Working Papers Series 1999fe02, Oxford Financial Research Centre.
    5. Kenji Kojima, 2000. "Commitments and Contests: a Game-Theoretic Perspective on Japanese Vertical Relationships," Discussion Paper Series 110, Research Institute for Economics & Business Administration, Kobe University.
    6. Köke, Jens, 2000. "Control transfers in corporate Germany: their frequency, causes and consequences," ZEW Discussion Papers 00-67, ZEW - Zentrum für Europäische Wirtschaftsforschung / Center for European Economic Research.
    7. Wenger, E & Kaserer, C, 1997. "The German System of Corporate Governance - A Model Which Should Not Be Imitated," Papers 14, American Institute for Contemporary German Studies-.
    8. William R. Emmons & Frank A. Schmid, 1998. "Universal banking, control rights, and corporate finance in Germany," Review, Federal Reserve Bank of St. Louis, issue Jul, pages 19-42.
    9. Franks, Julian R & Mayer, Colin, 2001. "Ownership and Control of German Corporations," CEPR Discussion Papers 2898, C.E.P.R. Discussion Papers.
    10. Frank A. Schmid, 2002. "Voting rights, private benefits, and takeovers," Review, Federal Reserve Bank of St. Louis, issue Jan., pages 35-46.
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