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

Joint Aspects – Regulatory Restrictions for M&A
Transactions (1/2)
General: Some protectionist moves may be observed, but they do
not constitute impediments to M&A transactions
Laws/proceedings which may bar or delay investments in German
companies
- Traditionally, only acquisitions of shares in companies in certain industries were
restricted by German Foreign Trade and Payments Act (the ―Act‖), e.g., weapon industry
and other military equipment producing industry. Such acquisitions must be notified with
German Federal Ministry of Economics and Technology
(the ―BMWi‖), and may not be carried out without prior approval by BMWi.
- As of April 2009, BMWi may (in agreement with German Government) prohibit acquisition of
a German company if:
(i) 25% or more of voting rights are acquired (directly or indirectly) by a non-
EU/EFTA purchaser or bidder, and
(ii) acquisition poses a risk to public order or security of Germany.
- Standard applied is very high. An actual and sufficiently severe risk must be found.
continued
- Most relevant are energy supply and telecom companies, but the restrictions are not per
se limited to any specific industry sectors.
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