Preface | |||
Introduction | |||
National Reports on Cross-Border Mergers | |||
EU Jurisdictions | |||
Chapter I: AUSTRIA(Clemens Philipp Schindler, Harald Stingl and Johanna Freudensprung) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Report of the supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter II: BULGARIA(Kaloyan Todorov and Christina Koycheva) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholders' protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Registration procedure | ||
10.1 | Inbound merger | ||
10.2 | Outbound merger | ||
11. | Legal and economic effect of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter III: CZECH REPUBLIC(Pavel Marc and Jakub Císar) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
4.1 | Mandatory elements | ||
4.2 | Form and publication | ||
5. | Report of the management, independent expert's report, expert valuation of the assets and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Expert valuation of the assets of a merging company | ||
5.4 | Supervisory board | ||
6. | Approval of the cross-border merger | ||
6.1 | Approval by the shareholders' meeting | ||
6.2 | Approval of a simplified merger | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Notary and court procedure | ||
10.1 | Czech transferring company | ||
10.2 | Czech acquiring company | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter IV: HUNGARY(János Tóth) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter V: ROMANIA(Ancuta Leach, Adelina Iftime, Radu Simion and Alexandru Campean) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter VI: SLOVAKIA ( | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Information duties of the companies | ||
6.1 | Information duties vis-à-vis creditors: Publication of the data in the national gazette | ||
6.2 | Information duties vis-à-vis creditors: Availability of documents at the seat (on the web site) of the company | ||
6.3 | Information duties vis-à-vis shareholders and employees: Availability of information and documents at the company seat | ||
7. | Approval of the common draft terms | ||
8. | Fulfillment of the conditions stipulated for the cross-border merger: issuance of the pre-merger certificate (outbound merger) | ||
9. | Minority shareholder protection | ||
10. | Employment issues | ||
11. | Creditor protection | ||
12. | Upstream merger - simplified cross-border merger procedure | ||
13. | Court procedure | ||
13.1 | Outbound merger | ||
13.2 | Inbound merger | ||
14. | Legal effectiveness and economic effectiveness of the merger | ||
15. | Establishment of branch offices (right to represent the branch office) | ||
16. | Overview of procedure and timeline | ||
Chapter VII: SLOVENIA(Klemen Radosavljevic and Sabina Novak) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
NON-EU Jurisdictions | |||
Chapter VIII: ALBANIA(Mariola Saliu and Endrit Shijaku) | |||
1. | Introduction | ||
2. | Share Purchase | ||
3. | Asset Deal | ||
4. | Liquidation | ||
Chapter IX: BOSNIA AND HERZEGOVINA(Sead Miljkovic, Naida Custovic and Andrea Zubovic) | |||
1. | Introduction | ||
2. | Why certain alternatives to a cross-border merger may not work in BiH | ||
3. | Main acquisition strategies | ||
3.1 | Share sale | ||
3.2 | Asset sale | ||
3.3 | Certain issues to be taken into consideration when pursuing one of the aforementioned acquisition strategies | ||
3.4 | Liquidation sale | ||
4. | Establishment of foreign company branches in BiH | ||
Chapter X: CROATIA(Ronald B. Given, Tarja Krehic- | |||
1. | Introduction | ||
2. | Cross-border merger under the legislation currently in force | ||
3. | Cross-border merger under the Companies' Act amendments coming into force when Croatia joins the European Union | ||
3.1 | Legal basis | ||
3.2 | Universal legal succession | ||
3.3 | Common draft terms | ||
3.4 | Report of the management, independent expert's report and supervisory board | ||
3.4.1 | Report of the management | ||
3.4.2 | Independent expert's report | ||
3.4.3 | Supervisory board | ||
3.5 | Approval by the shareholders' meeting | ||
3.6 | Minority shareholder protection | ||
3.7 | Employment issues | ||
3.8 | Creditor protection | ||
3.9 | Court procedure | ||
3.9.1 | Outbound merger | ||
3.9.2 | Inbound merger | ||
3.10 | Legal effectiveness and economic effectiveness of the merger | ||
3.11 | Establishment of branch offices | ||
3.12 | Overview of procedure and timeline | ||
Chapter XI: SERBIA(Branislav Maric) | |||
1. | Introduction | ||
2. | Why certain alternatives to a cross-border merger may not work in Serbia | ||
3. | Main acquisition strategies | ||
3.1 | Share sale | ||
3.2 | Asset sale | ||
3.3 | Liquidation sale | ||
3.4 | Certain issues to be taken into consideration when pursuing one of the aforementioned acquisition strategies | ||
4. | Establishment of foreign company branches in Serbia | ||
Chapter XII: UKRAINE(Roman Kolos and Volodymyr Koval) | |||
1. | Introduction | ||
2. | Basic principles of mergers in Ukraine | ||
3. | Merger procedures in Ukraine | ||
3.1 | Mergers of limited liability companies | ||
3.2 | Mergers of joint stock companies | ||
4. | Consent of Antimonopoly Committee of Ukraine in connection with the merger | ||
General Employment Law Issues | |||
(Ralf Peschek and Franz Fazekas) | |||
1. | Background and history | ||
2. | Employee participation | ||
3. | Information of employees | ||
4. | Consequences and examples | ||
General Tax Law Issues | |||
(Clemens Philipp Schindler) | |||
1. | Background and history | ||
2. | National implementation | ||
3. | The Merger Directive's scope - companies covered | ||
4. | The Merger Directive's scope - merger transactions | ||
5. | Tax deferral at corporate level and permanent establishment condition | ||
6. | Tax deferral at shareholder level | ||
7. | Carry-over of losses, provisions and reserves | ||
8. | Cancellation of shares | ||
9. | Foreign permanent establishment | ||
10. | Anti-abuse limitations | ||
11. | Merger Directive vs. fundamental freedoms | ||
Annex | |||
Index | |||
Preface | |||
Introduction | |||
National Reports on Cross-Border Mergers | |||
EU Jurisdictions | |||
Chapter I: AUSTRIA(Clemens Philipp Schindler, Harald Stingl and Johanna Freudensprung) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Report of the supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter II: BULGARIA(Kaloyan Todorov and Christina Koycheva) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholders' protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Registration procedure | ||
10.1 | Inbound merger | ||
10.2 | Outbound merger | ||
11. | Legal and economic effect of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter III: CZECH REPUBLIC(Pavel Marc and Jakub Císar) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
4.1 | Mandatory elements | ||
4.2 | Form and publication | ||
5. | Report of the management, independent expert's report, expert valuation of the assets and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Expert valuation of the assets of a merging company | ||
5.4 | Supervisory board | ||
6. | Approval of the cross-border merger | ||
6.1 | Approval by the shareholders' meeting | ||
6.2 | Approval of a simplified merger | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Notary and court procedure | ||
10.1 | Czech transferring company | ||
10.2 | Czech acquiring company | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter IV: HUNGARY(János Tóth) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter V: ROMANIA(Ancuta Leach, Adelina Iftime, Radu Simion and Alexandru Campean) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
Chapter VI: SLOVAKIA ( | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Information duties of the companies | ||
6.1 | Information duties vis-à-vis creditors: Publication of the data in the national gazette | ||
6.2 | Information duties vis-à-vis creditors: Availability of documents at the seat (on the web site) of the company | ||
6.3 | Information duties vis-à-vis shareholders and employees: Availability of information and documents at the company seat | ||
7. | Approval of the common draft terms | ||
8. | Fulfillment of the conditions stipulated for the cross-border merger: issuance of the pre-merger certificate (outbound merger) | ||
9. | Minority shareholder protection | ||
10. | Employment issues | ||
11. | Creditor protection | ||
12. | Upstream merger - simplified cross-border merger procedure | ||
13. | Court procedure | ||
13.1 | Outbound merger | ||
13.2 | Inbound merger | ||
14. | Legal effectiveness and economic effectiveness of the merger | ||
15. | Establishment of branch offices (right to represent the branch office) | ||
16. | Overview of procedure and timeline | ||
Chapter VII: SLOVENIA(Klemen Radosavljevic and Sabina Novak) | |||
1. | Introduction | ||
2. | Legal basis | ||
3. | Universal legal succession | ||
4. | Common draft terms | ||
5. | Report of the management, independent expert's report and supervisory board | ||
5.1 | Report of the management | ||
5.2 | Independent expert's report | ||
5.3 | Supervisory board | ||
6. | Approval by the shareholders' meeting | ||
7. | Minority shareholder protection | ||
8. | Employment issues | ||
9. | Creditor protection | ||
10. | Court procedure | ||
10.1 | Outbound merger | ||
10.2 | Inbound merger | ||
11. | Legal effectiveness and economic effectiveness of the merger | ||
12. | Establishment of branch offices (right to represent the branch office) | ||
13. | Overview of procedure and timeline | ||
NON-EU Jurisdictions | |||
Chapter VIII: ALBANIA(Mariola Saliu and Endrit Shijaku) | |||
1. | Introduction | ||
2. | Share Purchase | ||
3. | Asset Deal | ||
4. | Liquidation | ||
Chapter IX: BOSNIA AND HERZEGOVINA(Sead Miljkovic, Naida Custovic and Andrea Zubovic) | |||
1. | Introduction | ||
2. | Why certain alternatives to a cross-border merger may not work in BiH | ||
3. | Main acquisition strategies | ||
3.1 | Share sale | ||
3.2 | Asset sale | ||
3.3 | Certain issues to be taken into consideration when pursuing one of the aforementioned acquisition strategies | ||
3.4 | Liquidation sale | ||
4. | Establishment of foreign company branches in BiH | ||
Chapter X: CROATIA(Ronald B. Given, Tarja Krehic- | |||
1. | Introduction | ||
2. | Cross-border merger under the legislation currently in force | ||
3. | Cross-border merger under the Companies' Act amendments coming into force when Croatia joins the European Union | ||
3.1 | Legal basis | ||
3.2 | Universal legal succession | ||
3.3 | Common draft terms | ||
3.4 | Report of the management, independent expert's report and supervisory board | ||
3.4.1 | Report of the management | ||
3.4.2 | Independent expert's report | ||
3.4.3 | Supervisory board | ||
3.5 | Approval by the shareholders' meeting | ||
3.6 | Minority shareholder protection | ||
3.7 | Employment issues | ||
3.8 | Creditor protection | ||
3.9 | Court procedure | ||
3.9.1 | Outbound merger | ||
3.9.2 | Inbound merger | ||
3.10 | Legal effectiveness and economic effectiveness of the merger | ||
3.11 | Establishment of branch offices | ||
3.12 | Overview of procedure and timeline | ||
Chapter XI: SERBIA(Branislav Maric) | |||
1. | Introduction | ||
2. | Why certain alternatives to a cross-border merger may not work in Serbia | ||
3. | Main acquisition strategies | ||
3.1 | Share sale | ||
3.2 | Asset sale | ||
3.3 | Liquidation sale | ||
3.4 | Certain issues to be taken into consideration when pursuing one of the aforementioned acquisition strategies | ||
4. | Establishment of foreign company branches in Serbia | ||
Chapter XII: UKRAINE(Roman Kolos and Volodymyr Koval) | |||
1. | Introduction | ||
2. | Basic principles of mergers in Ukraine | ||
3. | Merger procedures in Ukraine | ||
3.1 | Mergers of limited liability companies | ||
3.2 | Mergers of joint stock companies | ||
4. | Consent of Antimonopoly Committee of Ukraine in connection with the merger | ||
General Employment Law Issues | |||
(Ralf Peschek and Franz Fazekas) | |||
1. | Background and history | ||
2. | Employee participation | ||
3. | Information of employees | ||
4. | Consequences and examples | ||
General Tax Law Issues | |||
(Clemens Philipp Schindler) | |||
1. | Background and history | ||
2. | National implementation | ||
3. | The Merger Directive's scope - companies covered | ||
4. | The Merger Directive's scope - merger transactions | ||
5. | Tax deferral at corporate level and permanent establishment condition | ||
6. | Tax deferral at shareholder level | ||
7. | Carry-over of losses, provisions and reserves | ||
8. | Cancellation of shares | ||
9. | Foreign permanent establishment | ||
10. | Anti-abuse limitations | ||
11. | Merger Directive vs. fundamental freedoms | ||
Annex | |||
Index | |||
