At the risk of sounding like a cultural imperialist, it is truly pleasurable to see that the new German takeover bill has incorporated so many Anglo-American elements, not least the squeeze-out provision which gets over the tricky problem of minority shareholders. Thankfully, the move by the European Parliament last year which watered down the takeover directive – a frustrating action if ever there was one – has not changed the stance of the Schröder government.
There are, of course, certain problems with the new bill. After furious lobbying by lawyers, the proposed period of time between announcement and submission of the offer document has been extended from two to four weeks, but it is still tight. German companies also have recourse to the courts, something from which UK lawyers would recoil in horror. Although as one German partner remarks: “It’s a paranoia that people don’t understand on the Continent – why do you distrust the courts so much?”
So who will best take advantage of this new M&A regime? Inevitably, the UK magic circle will prosper through its German connections. Hengeler Mueller Weitzel Wirtz and Freshfields Bruckhaus Deringer are clear favourites, but Linklaters is the current hot tip – in Hans-Ulrich Wilsing, Klaus-Marinus Hoenig and Ulrich Wolff, Oppenhoff & Rädler has one of the best young teams in Germany. Clifford Chance Pünder has rising stars of its own in Wolfgang Richter and Arndt Stengel, while Allen & Overy (A&O) has Hans-Christoph Ihrig.
But luckily for clients, there is exceptional biodiversity within German legal culture. A couple of independent firms have two of the best corporate lawyers around: Klaus Riehmer (one of The Lawyer’s Hot 100) of Haarmann Hemmelrath and Gerhard Schmidt of Beiten Burkhardt.
In any public bid in Germany you need Aktienrechtler, specialists in stock corporation law. These practitioners are not necessarily located in the usual centres. Indeed, both Shearman & Sterling and A&O made highly astute moves by parcelling up Mannheim-based Schilling Zutt & Anschütz between them, since despite its location it was one of the best corporate boutiques in Germany.
Hence The Lawyer’s public service announcement. Instead of having to pay a headhunter vastly inflated rates, just read on. (Would that we could charge commission, but we journalists are pure of heart.) UK firms wanting a piece of the action should give any of the following corporate gems a call: Schmidt von der Osten & Huber (Essen), Kümmerlein Simon & Partner (Essen), Grüter (Duisberg), Oppenländer (Stuttgart), Blaum Dettmers Rabstein (Bremen) and Büsing Müffelmann & Theye (Bremen). Start working those phones.