Changes In European Corporate Law - An Opportunity For Successful Post Merger Integration?

Inhaltsverzeichnis (Table of Contents)

• ABSTRACT
• TABLE OF CONTENTS
• LIST OF FIGURES
• LIST OF ABBREVIATIONS
• I. INTRODUCTION
• II. CHANGES IN EUROPEAN CORPORATE LAW: AN OPPORTUNITY FOR SUCCESSFUL POST MERGER INTEGRATION?
• 1. M&A FOUNDATIONS
• 1.1 OVERVIEW ON THE M&A MARKET
• 1.2 TYPES OF M&A DEALS
• 1.3 THE M&A PROCESS
• 2. EUROPEAN CORPORATE LAW
• 2.1 THEORETICAL FOUNDATIONS: ANALYSIS AND CRITICAL EVALUATION
• 2.1.1 CHARACTERISTIC ASPECTS OF GERMAN LAW
• 2.1.2 THE RELATIONSHIP BETWEEN EUROPEAN LAW AND NATIONAL LAW
• 2.1.3 RECOGNITION OF COMPANIES WITH FOREIGN LEGAL FORM
• 2.1.3.1 THE IMPACT OF THE ECJ'S JURISDICTION ON THE APPLICATION OF SEAT THEORY
• 2.1.3.2 CONSEQUENCES: COMPETITION OF LEGAL FORMS AND GERMAN “MOMIG”
• 2.1.4 THE OPPORTUNITIES OF SUPRANATIONAL LEGAL FORMS
• 2.1.4.1 SE SOCIETAS EUROPAEA
• 2.1.4.2 OTHER
• 2.1.5 THE RIGHT TO CHANGE THE LEGAL STRUCTURE
• 2.1.5.1 THE EU CROSS-BORDER MERGERS DIRECTIVE: LEGAL DEVELOPMENT
• 2.1.5.2 GERMANY: NEW OPTIONS FOR CORPORATIONS
• 2.1.5.3 TRANSFORMATION ACT: FORMS TO CHANGE THE LEGAL STRUCTURE
• 2.1.6 TRENDS AND PROSPECTS
• 2.2 APPLYING THEORY TO PRACTICE: EXEMPLIFICATION
• 2.3 FINDINGS: IMPLICATIONS ON POST MERGER INTEGRATION
• 3. POST MERGER INTEGRATION
• 3.1 THEORETICAL FOUNDATIONS: ANALYSIS AND CRITICAL EVALUATION
• 3.1.1 CLASSIFICATION OF THE CONTEXT
• 3.1.2 DEFINITIONS AND FORMS
• 3.1.3 JANSEN'S 7C MODEL OF INTEGRATION
• 3.1.3.1 C1: COORDINATION OF INTEGRATION
• 3.1.3.2 C2: CULTURE
• 3.1.3.3 C3: CUSTOMERS AND SUPPLIERS
• 3.1.3.4 C4: COMMUNICATION
• 3.1.3.5 C5: CORE EMPLOYEES
• 3.1.3.6 C6: CORE COMPETENCY AND KNOW-HOW
• 3.1.3.7 C7: CONTROL AND AUDIT
• 3.1.3.8 CORRELATION TO THE CHANGES IN EUROPEAN CORPORATE LAW
• 3.1.3.9 CRITICAL APPRAISAL AND FURTHER DEVELOPMENT
• 3.1.4 TRENDS AND PROSPECTS
• 3.2 APPLYING THEORY TO PRACTICE: A STRATEGIC PLAN
• 3.3 FINDINGS
• III. CONCLUSION AND PROSPECTS
• APPENDIX
• GLOSSARY ENGLISH-GERMAN
• REFERENCES

Zielsetzung und Themenschwerpunkte (Objectives and Key Themes)

This report aims to analyze the impact of changes in European Corporate Law on cross-border mergers, with a focus on strategic management's decisions on intangible assets during the integration stage. The report is divided into two parts: (1) an analysis of the implications of changes in European Corporate Law, and (2) an assessment of their impact on post merger integration.
• The impact of European Law on national law, particularly in Germany.
• The influence of the European Court of Justice's rulings on corporate law, including the "seat theory."
• The rise of supranational legal forms, such as the Societas Europaea, and their impact on post merger integration.
• The opportunities and challenges of post merger integration, including the development of strategic plans.
• The application of the "7c model" of integration to real-world examples in the German automotive industry.

Zusammenfassung der Kapitel (Chapter Summaries)

• Chapter 1: M&A Foundations provides an overview of the M&A market, including global trends and types of deals. It also outlines the typical M&A process, laying the foundation for the subsequent discussion on post merger integration.
• Chapter 2: European Corporate Law delves into the theoretical foundations of European Corporate Law, exploring its relationship with national law and the implications of the European Court of Justice's jurisdiction. The chapter analyzes the impact of the "seat theory" and the rise of supranational legal forms, such as the Societas Europaea. It also discusses the EU cross-border mergers directive and its influence on German corporate law.
• Chapter 3: Post Merger Integration focuses on the theoretical foundations of post merger integration, including the classification of integration contexts, definitions, and forms. This chapter introduces the 7c model of integration, which serves as a framework for analyzing the integration process. The chapter also explores the application of the 7c model to real-world examples in the German automotive industry.

Schlüsselwörter (Keywords)

This report explores the key themes of mergers & acquisitions, European Corporate Law, post merger integration, intangible assets, and the German automotive industry. It focuses on the impact of supranational legal forms, such as the Societas Europaea (SE), and the challenges of integrating different cultures and business practices. The report draws on models such as Jansen's 7c model to develop strategic plans for successful post merger integration.

Frequently Asked Questions

What is the "seat theory" in European Corporate Law?

The seat theory (Sitztheorie) requires a company to be governed by the laws of the country where its actual head office is located, which has been challenged by ECJ rulings.

What is a Societas Europaea (SE)?

The SE is a supranational European public limited company that allows businesses to operate across the EU with a single legal structure.

How does Jansen’s 7c model help in Post Merger Integration?

The model analyzes seven critical areas: Coordination, Culture, Customers, Communication, Core Employees, Core Competency, and Control to ensure a smooth merger.

What was the impact of the German "MoMiG" reform?

The MoMiG reform modernized the German Limited Liability Company Act to increase competitiveness against foreign legal forms like the British Ltd.

Why are intangible assets important in cross-border mergers?

Intangible assets like know-how and corporate culture are often the primary drivers of value in modern M&A, requiring careful strategic integration.