The term “Mergers and Acquisitions (M&A)” is regularly used to describe a merger or amalgamation of two companies to form a legal and economic unit or the acquisition of parts of a company or entire companies.
The companies involved can either be merged and continue to exist as independent organizational units, be merged into a newly created unit or be integrated into the target company.
The basis of such a transaction is always the transfer of ownership rights in a company and thus the transfer of actively exercised management and control rights.
Ownership rights are acquired either through the purchase and transfer of shares (share deal) or in the form of an asset deal through the acquisition of all existing assets and liabilities.
Payment can be made in the form of cash (cash offer) or in exchange for shares of the buyer (stock swap) or other securities, or as a mixture of these two forms of payment.
Statutory regulations on M&A transactions can be found in capital market law – in particular in the German Securities Trading Act (WpHG) – and in the German Foreign Trade and Payments Act, in antitrust and tax law as well as in the German Securities Acquisition and Takeover Act (WpÜG).
