Unless otherwise defined, payments made by a bidder to decision-makers of a target company in connection with a takeover. – Because functional fiduciary rules and the interests of employees and shareholders are always affected, such payments – often not disclosed – to persons in the target company are disputed in many respects under takeover law. This became clear in the so-called Mannesmann proceedings in Germany in 2004 and 2006; the chairman of the works council was also charged with damages in breach of fiduciary duty. In the public eye, such recognition bonuses are regarded as douceur or bribes. – The supervisory authority has no direct influence on transaction bonuses at companies in the financial sector, contrary to a widely held opinion even in respective textbooks. – See share swap takeover, shareholder vote chase, bidder, blitzkrieg takeover bid, buy out, douceur, kickback, acquisition bid, mergers and acquisitions, secret money, greenmail, hand money, materialadverse change clauses, mandatory bid, kickback, kickback, voting rights database, takeover bid.
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University Professor Dr. Gerhard Merk, Dipl.rer.pol., Dipl.rer.oec.
Professor Dr. Eckehard Krah, Dipl.rer.pol.
E-mail address: info@ekrah.com
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