5.1 Report of the management
The management boards (the managing directors) of the merging companies must prepare a report on the proposed cross-border merger for the shareholders and employees explaining and justifying the legal and economic aspects of the cross-border merger and its implications for shareholders, creditors and employees. In case of a merger into a foreign entity (outbound merger), the report must include the registered capital and the capital reserves of the companies (in order to safeguard the interests of creditors and avoid the effect of a reduction of the share capital). This report must be made available to both the shareholders and the employees' representatives, if any, or the employees themselves, at least one month prior to the date of the shareholders' meeting held to decide upon the proposed cross-border merger.
