An enterprise assumption defined as attaining from control of an enterprise. By control the power can be understood for the definition of the goals and determination of the From the free market principles of the autonomy and the private property it results that control is entitled to the owners. In most countries there are clear legal basic conditions, how an enterprise assumption has to run off. In the European union the European Union assumption guideline contains fundamental regulations concerning this.

Kinds of the enterprise assumption

For the acquisition of the property at an enterprise in principle two legal ways are passable. On the one hand the passage of title can take place via single transmission of all fortune articles and debts. This possibility of the acquisition is called in the literature also eat deal. The possibility exists of acquiring participation rights at the legal entity of the enterprise. The enterprise is not independently legally responsible in the German juridical system, can be thus not even carriers of rights and obligations. It requires for this a legal entity, which is owner of all fortune articles and carrier of all in the enterprise justified obligations. Legal entities can be in particular finance companies, in addition, unincorporated firms. For this form of the transmission the term was in-patriated share deal. Contrary to eat deal, with which the property at the individual fortune articles changes, the owner at these articles remains with share deal thus invariably, i.e. with the enterprise carrier. Only the ownership structures concerning the enterprise carrier change.

So that an assumption is present, the rights connected with the participation in the carrier must be sufficient however, in order to become generally accepted with interest divergences against the other joint owners.

Assumption of a quoted corporation

Voter shares

With respect to the context of the assumption one must differentiate between two share forms:

• The common stock contains the right to vote apart from its nominal portion of the total capital also. It is relevant for assumptions.
• The preference stock is not connected with a right to vote and in the course of an assumption not by relevance.

Right to vote ratio

In principle also an enterprise operated in the legal form of a corporation can be taken over by means of single transmission of the fortune articles, practically important is with this enterprise type however only the share deal. With an assumption of a corporation by means of participation acquisition the question arises, how high the quotale participation must be, so that its owner attains control of the society. Since with differently high participation quotas a different in each case extent of influence possibilities accompanies, different gradations are conceivable. In the literature as control ratios for instance the hundred percent participation, the integration participation (to 95%, see Squeeze Out), the three quarters majority (75%), the participation of the majority (> 50%) or the check minority (> 25%) are called.

The ratios mentioned represent borders fixed relating to the law on shares, which are at least necessary for certain substantial decisions of the general meeting. It is to be noted however that it is already sufficient for a set of decisions, if the percentage mentioned at the capital represented during the adoption of resolutions is reached, so that a smaller portion of the entire capital stock is already sufficient in individual cases, in order to implement a planned measure. Thus e.g. opens a majority of the capital represented during the adoption of resolutions the possibility of the conclusion of a controlling contract, with which the corporation is instruction subordinated to another enterprise. The simple majority in the general meeting makes among other things the occupation possible of the supervisory board, which orders again the executive committee. Besides it is to be considered that for numerous general meeting decisions in the statute deviating controlling interests can be intended. Being present control represents in the regarded case thus no binary condition, but a continuum to more or to less strong influence possibilities of the control owner. Which ratio must be achieved, so that of assumption can be spoken, is to be answered not generally accepted, but depends on the purpose of the view.

Control e.g. defines the security acquisition and assumption law as holding 30% at the capital stock. This is justified among other things with the fact that with this participation quota with consideration of the usual of quoted German enterprises in most cases a general meeting majority exists. As decisive control intensity for all conceivable cases that is thus obviously regarded, which is obtained by a general meeting majority, and also the conversion of the control intensity to a ratio at the capital stock takes place via a view of overall.

Technology of the participation acquisition

Regarding the technology of the participation acquisition at a quoted corporation it can be differentiated first after the fact whether the shares at the stock exchange are off-board acquired or. For the case of the off-board acquisition between individually negotiated purchases and public (assumption) offers one differentiates.

The participation acquisition in the context of the stock broking presupposes an appropriate offer of shares at the stock exchanges. Since the shares stock exchange-daily converted in usual traffic constitute only a small fraction of the entire shares on hand, one will be able to assume the structure of a larger participation is possible during a longer period only. This will be in particular the case if the acquisition is to tacitly take place. Thus in the possible secrecy of the Erwerbsabsicht with simultaneous gradual acquisition frequently a means is seen for the accomplishment the assumption planned by possible resistances against (so-called creeping more takeover). Conceivable is however also the public report of an acquisition plan.

A second fundamental way for the participation acquisition exists in individual agreements with the present shareholders. Because of the associated information and negotiation costs this way appears meaningful only if thereby larger participation of individual large shareholders or groups of shareholders can be acquired (package purchase). Every now and then clearly lying prices are to be paid over the current stock exchange value. The difference to the stock exchange value is often called in the literature package addition or control premium. If the package which can be acquired is large enough, alone control can be acquired by the package purchase.

As the third elementary possibility of the participation acquisition a public offer is to be seen. By this the public offer of a Bieters is to be understood to the shareholders of the enterprise which can be taken over, to acquire whose shares to fixed conditions outside of the stock broking within a certain period. As public the offer is to be regarded, if it turns to a multiplicity of potenziellen salesmen. If the participation desired is sufficient to the control acquisition, can be spoken also of assumption offer. Also with assumption offers is to be assumed a price lying over the current share quotation must be ordered and/or paid. The difference can be interpreted again as control premium.

The three described forms of the share acquisition can be combined also in multiple way. So is for example conceivable that a purchaser transacts first anonymous purchases at the stock exchange and only after reaching a smaller participation or if the assumption intention becomes ruchbar a public assumption offer makes. Parallel to it could - if available - packages by individual large shareholders outside of the stock exchange are bought.

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