해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

Selected Topics – Stake Building for Minority
Investments
continued
Stake building in a publicly listed target company in Germany can
occur in different ways:
- Acquisition through the market
- Block sales
- Subscription of a 10% capital increase without subscription rights (e.g.,
Qatar/Daimler 2009, Qatar/Hochtief 2010)
▶Authorized Capital. Usually available, resolved by general shareholders‟ meeting for
purposes of ad-hoc placements by management/supervisory board
▶Exclusion of pre-emptive rights. Possible exclusion of pre-emptive rights against cash
contribution of up to 10% usually contained in authorizations
▶Placement with one investor. Placement with a single investor is generally legally
permissible under German law (if in line with boards‟ fiduciary duties – business
judgement)
▶Listing without prospectus. No requirement to publish a prospectus for listing of newly
issued shares of up to 10% (minus one share) for an investor during any 12-month
period
- Subscription of convertible bonds
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