6 Mergers & Acquisitions and Merger Control

Abstract

This chapter on mergers and acquisitions (hereinafter M&A) is divided into four parts: acquisition of privately held corporations (private M&A), mergers by corporate reorganization, acquisition of publicly held corporations (public M&A), and merger control. The focus is on M&A because merger control is, in principle, very similar to US and EU antitrust or competition law and therefore only some distinct features of it will be discussed. The part on private M&A will provide an in-depth analysis of share purchase agreements, while the part on public M&A will mainly discuss the conflict between minority and controlling shareholders. The chapter will also present the different standard forms of corporate reorganization, such as merger by absorption, triangle merger, division (spin-off and split-up), and transformation (change of legal form). Thereby, comparison with US law and practice will be important.