Germany: Securities

The European Securities and Markets Authority has issued a definitive statement clarifying that the MiCAR transitional period expires on 1 July 2026, after which any entity providing crypto-asset services to EU clients without proper authorization will be in breach of EU law. This regulatory deadline represents a fundamental legal transformation of the EU crypto-asset market, affecting business models, contractual relationships, board exposure, and enforcement risk for crypto-asset service providers.

For the successful acquisition of a publicly listed company in Germany, a bidder must carefully consider legal and strategic implications at each stage of the takeover process.

On October 8, 2024, the EU Council adopted the Listing Act – a regulation amending the Prospectus Regulation (EU) 2017/1129 – which was first proposed in December 2022...