Cross-Border Mergers in Europe (Law Practitioner Series) by Dirk Van Gerven

By Dirk Van Gerven

This dialogue of the Cross-Border Merger Directive and its enforcing laws in every one Member kingdom of the eu Union and the ecu fiscal zone offers businesses and their advisors with invaluable perception into the criminal framework acceptable to, and the tax therapy of, cross-border mergers during the ecu fiscal sector. research of the group principles laid down within the Cross-Border Merger Directive and the neighborhood principles at the tax remedy of cross-border mergers is complemented via chapters at the enforcing laws in each one Member nation, ready in line with a typical structure and contributed by means of a practitioner from each one kingdom. Annexes comprise the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a listing of the enforcing laws in each one Member kingdom (Annex III).

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Extra info for Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 2)

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26 of this chapter). 11. 3 Once signed, the draft terms of the cross-border merger must be filed with the clerk of the commercial court of the judicial district where each French participating company has its registered office (Art. 236-6 Commercial Code) and a notice relating to the cross-border merger must be published in an official newspaper entitled to publish legal notices in the departments where the participating companies are registered, and in the Bulletin officiel des annonces civiles et commerciales.

As far as French companies are concerned, creditors of a merged company other than bondholders become creditors of the absorbing company, the debt remaining the same throughout the merger process (there is merely a substitution of debtor). Those among such creditors whose claims existed prior to the publication of the draft terms of the merger (see no. 11 of this chapter) are entitled, within thirty days from the last publication, to oppose the merger (Arts. 236-8 Commercial Code). Such opposition claim must be brought before the president of the commercial court where the company has its registered office.

8. According to Article 4 of the Greek Law on Cross-border Mergers, a Greek company participating in a cross-border merger, either as the acquiring or acquired company, must first submit the common draft terms of the crossborder merger for review by the Department of Public Limited Liability Companies and Credit within the General Secretariat of Commerce of the 32 Greece 12 Ministry of Development. Following the review, the common draft terms are filed with the General Commercial Register held in the General Secretariat of Commerce at least one (1) month before the shareholders’ meeting is convened to decide on the cross-border merger.

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