Übernahmen

Übernahmen, in a corporate context, refer to the acquisition of one company by another, typically through the purchase of a controlling stake in the target's voting shares. A takeover may lead to the target being absorbed by the acquirer or to the creation of a broader corporate structure. It is distinct from a merger, where two firms combine into a new entity rather than one entity absorbing the other.

Takeovers can be friendly, with the target's management supporting the deal, or hostile, where the offer is made directly to shareholders despite opposition. They may involve cash, stock, or a combination, and can aim for a majority stake or full ownership. In many jurisdictions, public takeovers trigger regulatory and disclosure requirements. In Germany, for example, the Gesetz über Übernahmeangebote (WpÜG) governs public takeover offers, including mandatory bids if thresholds of voting rights are crossed, price rules, and procedural safeguards. The European Union regulates larger cross-border takeovers primarily through competition law and takeover directives.

Process: strategic evaluation and due diligence; valuation and offer design; public announcement; shareholder response; regulatory review by competition authorities, and, if needed, remedies to address antitrust concerns. After completion, integration planning and governance changes follow, influencing corporate culture, operations, and leadership.

Securities markets also provide mechanisms such as squeeze-out rights to consolidate control after thresholds are reached, and protections to ensure fair treatment of minority shareholders. Key terms include Übernahmeangebot (takeover offer), Pflichtangebot (mandatory bid), friendly and hostile takeovers, and Squeeze-out.