Shearman And Sterling

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Mar 26, 2012

Newsletter M&A and Corporate Law March 2012


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Dear Sir or Madam,

I am delighted to once again bring to your attention current issues in the areas of M&A and corporate law with this first edition of our Newsletter in 2012. Particularly noteworthy is the decision of the Federal Court of Justice concerning the good faith acquisition of shares of a limited liability company in case of intermediate dispositions (Zwischenverfügungen).

The German Supervisory Authority for Financial Services (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) has published answers to frequently asked questions regarding Sec. 25a Securities Trading Act (Wertpapierhandelsgesetz – WpHG). According to BaFin's FAQs a real shift of paradigms has taken place with regard to information obligations on
voting rights in the context of M&A transactions.

I would also like to draw your attention to the review of the permissibility of and limitations to remuneration granted to members of the management and supervisory boards by third parties - an issue highly topical in times of crisis.

I hope this Newsletter will again be of interest to you.

Yours, Martin Neuhaus

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