The Fundamental Rule of Takeover Law and Anti-Avoidance Regulations: A Comparative Analysis of the Legislation in New Zealand and Germany

Abstract

This paper considers the regulation of company takeovers in New Zealand in Germany and analyses the fundamental rules of both regimes. The main argument is that takeovers perform a valuable economic function on the one hand, but regulation is required to protect minority shareholders in takeover situations, on the other hand. The analysis of several scenarios shows how the two national regimes work and when the fundamental rules are supported by their anti-avoidance provisions. The paper argues that both regulations provide for a fair and equal treatment of minority shareholders, even if the German regime is a bit more reluctant to trigger in cases of coordinated conduct regarding the target company and cases of financial instruments than the New Zealand one. However, it is not proposed to alter the German takeover law.