Eigengeschäfte von Führungskräften nach Art. 19 MMVO im Rahmen öffentlicher Angebote nach dem WpÜG

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Abstract This study is the first to analyse the interaction between public takeover law and the new provisions on ‘directors’ dealings’ under the regulations on market abuse. Therefore, this innovative thesis is highly relevant to legal advisors and in-house lawyers who deal with issues of compliance under the insider trading laws. Using a scenario-based, empirical analysis, it illustrates that the handling of managers’ transactions is largely unresolved where managers are stakeholders in public takeover proceedings. Inconsistencies and ambiguities arise particularly in cases where managers of the bidder also exercise managerial responsibilities for the target company. The literal application of the law in these cases undermines the purpose of the ‘directors’ dealings’ and poses the risk of an ‘information overload’. To resolve these issues, the author debates various possible solutions under the current law. The study closes with a specific draft proposal for regulations that are more relevant to the practical side of this field.