(...) The German Securities Acquisition and Takeover Act (WpÜG) has now been in force for almost 20 years. With its enforcement, Germany had adapted to the international standard of capital market regulation in another respect: because of the lack of a statutory regulation on public takeover offers and mandatory offers after the acquisition of control, Germany was previously alone among the leading financial centres and capital markets.


A large number of publications and several commentaries as well as diverse case law have accompanied the development of takeover law in recent years. This is a major reason for once again summarising the status of what has been achieved with the third edition of the "Kölner Kommentar zum Werpapiererwerb- und Übernahmegesetz" presented here. In addition, numerous laws at national and European level have an impact on takeover law. The commentary takes into account the experience gained with the Act in practice as well as the academic discussion on the Act. The commentary aims to meet the needs of practitioners as well as high academic standards. The commentary also aims to provide suggestions for the legislator and the Federal Financial Supervisory Authority for the further development of the Act and its application in practice.


Four new appendices have been included, on ad hoc publicity, on notification obligations and on foreign trade law in Germany and the USA. Compared to the second edition, no further explanation has been given of the provisions of sections 327a et seq. of the German Stock Corporation Act (Akt G), which came into force at the same time as the original version of the WpÜG. These provisions had already been codified in Germany in the form of sections 39a to 39b of the WpÜG before the Takeover Directive Implementation Act created the regulation on the exclusion of minority shareholders ("squeeze out"), which had already been demanded by practitioners at that time.


Professor Möllers' annotations can be found under:

§ 12 (Liability for Offer Documentation), pp. 755-829,

§ 13 (Offer Finance; Liability of Financial Service Providers), pp. 830-889,

§ 23 (Publicity Duties after Publication of Offer), pp. 1317-1377.