Term Explanation: Unfriendly in the Legal Context
The term “Unfriendly” (German: “unfreundlich”) is primarily used in the legal context in international business law, corporate law, as well as in connection with state regulations and international relations. Although “Unfriendly” is not a classical legal norm under German or European law, the term has become relevant as an attribute or category, for example in connection with “Unfriendly Takeover”, “unfriendly states”, or measures against certain actors. Below, the legal meanings, areas of application, and legal consequences of the term “Unfriendly” are comprehensively explained.
Areas of Application and Legal Classification
Unfriendly Takeover – The Hostile Takeover
Definition and Legal Foundations
An “Unfriendly Takeover” refers to an attempt by a company to acquire another company against the will of its management or supervisory board. In the legal framework, particularly in Germany and the European Union, the Securities Acquisition and Takeover Act (WpÜG) is of primary importance. This governs – irrespective of whether the takeover is friendly or unfriendly – the procedure for public offers to acquire securities of listed companies.
Legal Consequences of the “Unfriendly” Categorization
Classifying a takeover offer as “unfriendly” does not itself have direct legal consequences, but characterizes management’s attitude toward the transaction. However, target companies often take legal and factual defense measures (so-called “defense measures”), such as exercising pre-emption rights or changing the corporate structure. These measures are subject to the applicable legal framework, especially the Stock Corporation Act (AktG) and special regulations on shareholder rights and corporate governance.
Measures Against So-Called “Unfriendly States”
Term Description and Legal Relevance
In recent years, the term “unfriendly state” has been used as a legal-political concept, for example in connection with international sanctions, economic restrictions, or diplomatic relations. For example, countries like Russia officially list states as “unfriendly”, thereby restricting certain rights and privileges.
Legal Effects and International Dimension
The categorization as an “unfriendly state” leads to the application of special legal measures, such as trade restrictions, restrictions on direct investments, tax requirements, or blocking of assets. The legal basis for these results from national decrees or protective laws (e.g., Foreign Trade and Payments Act, embargoes), but they must comply with international law and supranational rules, for example the law of the World Trade Organization (WTO).
Unfriendly in Contract Law and the Law of Obligations
Contractual Relationships and Classification of the Term “Unfriendly”
In general contract law, “unfriendly” is not a precisely defined legal term. Instead, the unfriendly nature of an action serves as a criterion for evaluation, for example in relation to good faith (§ 242 BGB) or the prohibition of contradictory behavior (“venire contra factum proprium”).
Legal Consequences of Unfriendly Conduct
If a contractual party acts in a manner considered “unfriendly”, such as by obstructing or deliberately preventing contractual obligations, this can result in claims for damages, withdrawal rights, or contract adjustment. The assessment always depends on the specific circumstances and is made by courts considering the contractual relationship and the protective purpose of the relevant legal norms.
Comparison: Legal Friendly vs. Unfriendly
Significance in International Law and Business Transactions
In international business, “friendly” and “unfriendly” takeovers are important categories that can, among other things, strain bilateral relations. The distinction mainly serves to express the acceptance of a transaction or measure. The terms become legally relevant when additional restricting or preferential legal consequences are attached to them, for example as part of national investment control reviews or foreign trade authorization regimes.
Impact on Legal Enforcement
The classification as “unfriendly” can trigger intensified review procedures and regulatory measures. It also increases the risk of legal disputes or the issuance of interim injunctive relief.
Relevance in Jurisprudence and Legislation
National Practice
Courts and authorities use the term “unfriendly” mainly in relation to the assessment of legal disputes, in particular in corporate takeovers or international conflicts. However, the use of this attribute is always context-dependent and does not replace an independent legal norm.
International Examples
In the international context, e.g., in sanctions or diplomatic measures, the “unfriendly” attribute is used to mark political and legal-policy differences and to legitimize special measures arising from respective national or supranational law.
Summary and Outlook
The term “unfriendly” does not have a precisely defined meaning in law, but serves for categorization and legal-political attribution of certain behaviors or measures, whether in corporate law, international business law, or in state defense measures. The legal effects always derive from the applicable laws and regulations of the respective legal area, depending on the specific circumstances. The term is gaining increasing significance, especially in international relations and cross-border business transactions.
Literature and Further Information
Securities Acquisition and Takeover Act (WpÜG) Stock Corporation Act (AktG) Foreign Trade and Payments Act (AWG) OECD Principles of Corporate Governance
* WTO law and international trade sanctions
The term “Unfriendly” illustrates that legal assessments often arise from actual circumstances and value judgments and exist in a dynamic relationship with existing norms and international relations.
Frequently Asked Questions
When does legally relevant “Unfriendly” conduct exist and what consequences can it have?
Legally relevant “Unfriendly” conduct exists when a person or company, within the context of legal relationships, violates existing laws, ancillary contractual obligations, or general rules of conduct by unreasonably disadvantaging or harming another party. In civil law, this can be, for example, the intentional or grossly negligent breach of good faith (§ 242 BGB), such as deliberately prolonging or delaying contract negotiations to unsettle the other party. In corporate law, unfair conduct among shareholders is a frequent point of contention, especially when majorities are intentionally used to exclude individual minority shareholders. Consequences may include claims for damages, contestation of resolutions, rescission of contracts, or injunctions. In the employment context, unfriendly behavior—as covered by the prohibition of discrimination in § 1 AGG or § 241 (2) BGB—can also lead to warnings or dismissals.
What legal remedies are available to those affected by “Unfriendly” conduct?
Parties affected by legally relevant “Unfriendly” conduct can seek various legal remedies depending on the circumstances. In civil law, these include injunction and removal claims (§§ 1004, 823 BGB), claims for damages, and where applicable, claims for rescission of a legal transaction (§§ 812 ff. BGB). In corporate law, shareholder resolutions can, under certain conditions, be challenged in court due to conduct that breaches good faith or is recognizably unfriendly. Additionally, especially in cases of violations of the General Equal Treatment Act (AGG), complaint proceedings before company or state bodies can be initiated. Criminally relevant unfriendly acts (e.g., threats, insults, coercion) also allow for the filing of criminal charges and civil claims for compensation for pain and suffering.
How does “Unfriendly” conduct differ from unlawful conduct?
“Unfriendly” conduct and unlawful conduct do not necessarily overlap. Not every behavior perceived as “unfriendly” is automatically unlawful. Unlawfulness always requires a violation of a legal requirement or prohibition. “Unfriendly” conduct may become legally relevant if it breaches ancillary contractual duties, statutory duties of loyalty, or fiduciary obligations. In particular, cases where behaviors may be morally questionable but still fall within the scope of contractual freedom or freedom of expression are not necessarily subject to legal sanction. The threshold for unlawfulness is generally crossed only when conduct is specifically aimed at disadvantaging, discriminating, or harming another party.
To what extent is “Unfriendly” conduct relevant in employment relationships?
In labor law, “Unfriendly” conduct must be assessed with particular sensitivity because of the special relationship of trust between employee and employer. The German Civil Code (§ 241 (2) BGB) obliges both parties to consider and protect the interests of one another. Unfriendly behavior such as bullying, targeted exclusion, or discriminatory actions may constitute a breach of these ancillary obligations and result in employment law consequences such as warnings, transfer, or, in serious cases, conduct-related dismissal. Violations of the General Equal Treatment Act (AGG) can also give rise to claims for damages or compensation.
What role does “Unfriendly” conduct play in contract negotiations from a legal perspective?
During contract negotiations, the parties are generally protected in their freedom of expression and action. However, the principles of good faith (§ 242 BGB) require consideration for the interests of the other party. “Unfriendly” conduct during negotiations—such as deliberate deception, obstruction, setting unreasonably short deadlines, or exploiting the other party’s economic distress—may, under certain circumstances, result in liability for “culpa in contrahendo” (§ 311 (2) BGB). This means the disadvantaged party may be entitled to claim damages if unfriendly conduct gave the appearance of a serious intent to contract and the party relied on it.
Can companies be held liable for “Unfriendly” conduct by their employees?
Yes, companies can in certain circumstances be held liable for “Unfriendly” conduct by their employees. Under § 831 BGB (liability for vicarious agents), companies are liable if employees, in the course of their work, unlawfully harm third parties through unfriendly behavior provided there was insufficient supervision and selection of employees. In employment relationships, a company can also be held liable under the AGG for discrimination or bullying by supervisors or colleagues, particularly if adequate preventive measures were not taken or complaints were not investigated. In antitrust law, unfriendly, competition-restricting conduct by employees can be attributed to the company.
What procedural options are available for enforcing claims in cases of “Unfriendly” conduct?
Affected parties can generally assert their claims in civil court. Depending on the value and nature of the claim, the local or regional court will be competent. In employment law matters, labor courts are the first point of contact. For corporate law disputes, a shareholders’ meeting or arbitration may be provided for. Additionally, extrajudicial conciliation bodies, mediation, or internal complaint departments are available. In sensitive cases, such as discrimination, complaints can also be lodged with the Federal Anti-Discrimination Agency. Criminally relevant matters require the involvement of law enforcement authorities and, if necessary, the filing of a subsidiary prosecution in criminal proceedings.
