On February 20, 2026, the German regulator, the Federal Financial Supervisory Authority (BaFin), published the draft circular “Administrative Practice on Takeover Law” for consultation (Circular).
The new Circular is intended to make BaFin´s administrative practice more transparent and thus to facilitate the conduct of takeover-related procedures for market participants.
In particular, the Circular sets out BaFin’s existing administrative practice regarding selected issues of takeover law such as, inter alia, the bid procedure, the acquisition of control, or the disclosure obligations of the offeree company. Earlier publications on takeover law (including, among others, the Guidance Notice on the Interpretation of Section 35 (3) of the German Securities Acquisition and Takeover Act (WpÜG) by the Federal Financial Supervisory Authority) are being consolidated and replaced by the Circular.
The Circular is aimed at market participants who intend to conduct procedures under the WpÜG in conjunction with the provisions of the WpÜG Offer Regulation (WpÜG-AngebotsVO) and, where applicable, the Stock Exchange Act (BörsG).
The consultation period ends on 20 March 2026.