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Working Paper 2002-027A

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"Mergers and Acquisitions in Germany"
by Frank A. Schmid, and Mark Wahrenburg

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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