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Reviewing the Implementation of the Cross-Border Mergers Directive

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Cross-Border Mergers

Part of the book series: Studies in European Economic Law and Regulation ((SEELR,volume 17))

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Abstract

This chapter reviews the implementation of the Cross-border Mergers Directive (hereinafter, “CBMD”). The findings and experiences from the transposition of the CBMD into national company laws are examined. This chapter scrutinizes the most important parts of the “Study on the Application of the Cross-Border Mergers Directive” (hereinafter the ‘Study’) prepared by Bech-Bruun and Lexidale for the European Commission. Other studies and reports scrutinizing the implementation of the CBMD are also considered carefully. This chapter seeks to identify the advantages and the disadvantages, which are revealed from the implementation of the CBMD. After a discussion of the main benefits of the CBMD, an article-by-article analysis of the Directive reveals the disadvantages and proposes certain reforms. The main provisions of the CBMD, which are characterized by certain problems and deficiencies, concern: its scope, conditions relating to cross-border mergers, available company types, cash payment, creditor protection, protection of minority shareholders, procedural issues, national competent authorities, pre-merger certificate and scrutiny of the legality of the cross-border merger, registration, consequences of the cross-border mergers, simplified formalities and employee participation. Special emphasis is also given on certain important aspects of the CBMD, such as spillover effects on other areas outside the CBMD and cross-border seat transfers through cross-border mergers. Apart from the amendments already adopted, the Proposal for a Directive amending Directive 2017/1132 as regards to cross-border conversions, mergers and divisions, which proposes further amendments to the CBMD, is also explained. A few concluding remarks are deduced.

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Notes

  1. 1.

    Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies. [2005] OJ L 310/1–9 (Cross-border Mergers Directive). This Directive was repealed and codified by EU Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law. [2017] OJ L 169/46–127. This codification took place in the interests of clarity and rationality, because Directives 82/891/EEC and 89/666/EEC and Directives 2005/56/EC, 2009/101/EC, 2011/35/EU and 2012/30/EU have been substantially amended several times (Recital 1 of the Preamble). However, this chapter would refer exclusively to the Cross-border Mergers Directive (hereinafter, “CBMD”), because the various studies, reports and papers refer to this specific directive. Only part “9) Proposal for amendments to the CBMD.” would refer to Directive 2017/1132, because the relevant proposal refers to this directive.

  2. 2.

    Before the adoption of the CBMD, companies from different Member States willing to proceed to a cross-border merger had to choose alternatives, such as “dual company structures” (e.g. Royal Dutch/Shell (NL/UK), Fortis (NL/Be), Unilever (NL/UK) and Reed Elsevier (NL/UK)). Zaman (2006), pp. 127–129.

  3. 3.

    For a critical overview of the provisions of the CBMD, see: Vermeylen (2012); Ugliano (2007), pp. 585–617; van Gerven (2010), pp. 3–28; Wyckaert and Jenne (2010), pp. 302–305.

  4. 4.

    Grundmann (2012), p. 698; Rickford (2005), pp. 1393–1414. See, also: Truli (2016), p. 23.

  5. 5.

    Coates IV (2015), p. 3.

  6. 6.

    For an analysis of the variety of acquisition forms, see: Carney (2009), pp. 10–37; Cahn and Donald (2010), pp. 623–636.

  7. 7.

    Grundmann (2012), p. 703.

  8. 8.

    Bech-Bruun and Lexidale Study (2013), pp. 6–9.

  9. 9.

    Truli (2016), p. 25.

  10. 10.

    Truli (2016), p. 25.

  11. 11.

    Truli (2016), p. 27.

  12. 12.

    Truli (2016), p. 27.

  13. 13.

    Bech-Bruun and Lexidale Study (2013), pp. 14–27. Cross-border mergers also increase regulatory competition between Member States, when bureaucratic processes are simplified or abolished and when taxes are diminished. Truli (2016), p. 28.

  14. 14.

    Truli (2016), p. 28.

  15. 15.

    Bech-Bruun and Lexidale Study (2013), p. 9. For an analysis of the strategic and financial motivation for M&As in US, see: Carney (2009), pp. 7–10.

  16. 16.

    H. Manne argues that “the control of corporations may constitute a valuable asset, that this asset exists independent of any interest in either economics of scale or monopoly profits, that an active market for corporate control exists, and that a great many mergers are probably the result of the successful workings of this special market”. Manne (1965), pp. 110–120, 112. See, also: Carney (1999), pp. 215–255; McChesney (1999), pp. 245–252.

  17. 17.

    Coates IV (2015), p. 3.

  18. 18.

    Bech-Bruun and Lexidale Study (2013), pp. 5–6.

  19. 19.

    Biermeyer and Meyer (2018), p. 5.

  20. 20.

    Truli (2016), p. 21.

  21. 21.

    Bech-Bruun and Lexidale Study (2013), pp. 9–13.

  22. 22.

    Bech-Bruun and Lexidale Study (2013), pp. 31–36.

  23. 23.

    Bech-Bruun and Lexidale Study (2013), pp. 13–15.

  24. 24.

    Bech-Bruun and Lexidale Study (2013), p. 29.

  25. 25.

    Storm (2010), pp. 72–73.

  26. 26.

    Truli (2016), p. 36. Bech-Bruun and Lexidale Study (2013), p. 85. According to Art. 3(3), this Directive shall not apply to cross-border mergers of UCITS. Arts. 37–48 of the UCITS Directive harmonize mergers of UCITS. Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) [2009] OJ L 302/32–96. See, also Brasseur and Vermeylen (2012), pp. 61–79.

  27. 27.

    Truli (2016), pp. 36–37.

  28. 28.

    Schmidt (2016), p. 17. Truli (2016), pp. 35–36.

  29. 29.

    Case C-411/03 SEVIC Systems AG EU:C:2005:762, paragraph 19.

  30. 30.

    Case C-411/03 SEVIC Systems AG EU:C:2005:762.

  31. 31.

    Case C-210/06 Cartesio Oktató és Szolgáltató bt EU:C:2008:723.

  32. 32.

    Case C-378/10 VALE Építési kft EU:C:2012:440.

  33. 33.

    Bech-Bruun and Lexidale Study (2013), p. 29.

  34. 34.

    Bech-Bruun and Lexidale Study (2013), p. 29. See, also: Truli (2016), p. 36.

  35. 35.

    Bech-Bruun and Lexidale Study (2013), p. 29.

  36. 36.

    The Third Council Directive 78/855/EEC was repealed and replaced by Directive 2011/35/EU. Directive 2011/35/EU was repealed and codified by Directive 2017/1132. This codification took place in the interests of clarity and rationality, because Directives 82/891/EEC and 89/666/EEC and Directives 2005/56/EC, 2009/101/EC, 2011/35/EU and 2012/30/EU have been substantially amended several times (Recital 1 of the Preamble). This chapter would refer to the “Third Company Law Directive on Domestic Mergers”, because international bibliography and studies refer to this specific directive. Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54 (3) (g) of the Treaty concerning mergers of public limited liability companies [1978] OJ L 295/36–43. Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies [2011] OJ L 110/1–11. Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law. [2017] OJ L 169/46–127.

  37. 37.

    Bech-Bruun and Lexidale Study (2013), p. 110.

  38. 38.

    Bech-Bruun and Lexidale Study (2013), pp. 110–111.

  39. 39.

    Andenas and Wooldridge (2010), pp. 494–495. van Gerven (2010), p. 9.

  40. 40.

    Krebs (2012), p. 941.

  41. 41.

    Kraakman et al. (2017), p. 189.

  42. 42.

    Kraakman et al. (2017), p. 190.

  43. 43.

    Raaijmakers and Olthoff (2008), p. 305. See Bech-Bruun and Lexidale Study (2013), p. 52. Truli (2016), p. 37.

  44. 44.

    Bech-Bruun and Lexidale Study (2013), p. 30. Schmidt (2016), p. 20.

  45. 45.

    Schmidt (2016), p. 18.

  46. 46.

    Schmidt (2016), p. 18.

  47. 47.

    Regulation 1215/2012 of the European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters [2012] OJ L 351/1. Truli (2016), p. 42.

  48. 48.

    Schmidt (2016), pp. 18–19.

  49. 49.

    Bech-Bruun and Lexidale Study (2013), p. 54. Truli (2016), p. 38.

  50. 50.

    Schmidt (2016), p. 19. Truli (2016), p. 42.

  51. 51.

    Truli (2016), p. 41.

  52. 52.

    Schmidt (2016), p. 18.

  53. 53.

    Case C-483/14 KA Finanz AG v Sparkassen Versicherung AG Vienna Insurance Group ECLI:EU:C:2016:205, paragraphs 60–62. Schmidt (2016), p. 18.

  54. 54.

    Schmidt (2016), p. 18. See, also: Raaijmakers and Olthoff (2008), pp. 305–308.

  55. 55.

    Truli (2016), pp. 38–39.

  56. 56.

    Truli (2016), p. 39.

  57. 57.

    Bech-Bruun and Lexidale Study (2013), pp. 55 and 59 et seq. Truli (2016), p. 39.

  58. 58.

    Truli (2016), p. 41.

  59. 59.

    Schmidt (2016), p. 19. See, also: Ventoruzzo (2007), pp. 47–75. Wyckaert and Geens (2008), pp. 288–296.

  60. 60.

    Kurtulan (2017), pp. 101–121, 101.

  61. 61.

    Schmidt (2016), pp. 20–21.

  62. 62.

    Truli (2016), p. 42.

  63. 63.

    Truli (2016), pp. 42–43.

  64. 64.

    Schmidt (2016), pp. 20 et seq.; Truli (2016), p. 43.

  65. 65.

    Bech-Bruun and Lexidale Study (2013), p. 30. In the method of setting up an SE through a merger, Art. 24 (2) of the European Company Statute provides the possibility for Member States to adopt appropriate mechanisms for the protection of minority shareholders. Ernst & Young (2009), p. 57.

  66. 66.

    Bech-Bruun and Lexidale Study (2013), p. 30.

  67. 67.

    Bech-Bruun and Lexidale Study (2013), pp. 30 and 34. See, also: European Company Law Experts (ECLE) (2012), pp. 8–9.

  68. 68.

    Bech-Bruun and Lexidale Study (2013), pp. 30 and 34. See, also: European Company Law Experts (ECLE) (2012), p. 9.

  69. 69.

    Bech-Bruun and Lexidale Study (2013), p. 30. In the method of setting up an SE through a merger, Art. 19 of the European Company Statute provides the possibility for Member States to veto the establishment of the SE by merger on grounds of public interest. Ernst & Young (2009), p. 57.

  70. 70.

    Schmidt (2016), p. 20. Truli (2016), p. 43.

  71. 71.

    Art. 28 of Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies [2011] OJ L 110/1, Art. 16 of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids [2004] OJ L 142/12, Art. 5 (2) of the Sixth Council Directive 82/891/EEC of 17 December 1982 concerning the division of public limited liability companies [1982] OJ L 378/47.

  72. 72.

    Truli (2016), p. 43.

  73. 73.

    Bech-Bruun and Lexidale Study (2013), p. 31.

  74. 74.

    Bech-Bruun and Lexidale Study (2013), p. 31.

  75. 75.

    Bech-Bruun and Lexidale Study (2013), p. 31. In the method of setting up an SE through a merger, Art. 31 (2) paragraph 2 of the European Company Statute provides the possibility for Member States to extend the provisions on simplified mergers (possibility of waiving the management or administrative body’s reports, the independent expert reports or experts and documents subjected to examination) to mergers where a company holds 90% or more but not 100% of the voting rights. Ernst & Young (2009), p. 57.

  76. 76.

    Bech-Bruun and Lexidale Study (2013), p. 31. Truli (2016), p. 48.

  77. 77.

    Schmidt (2016), p. 22. Truli (2016), p. 48.

  78. 78.

    Bech-Bruun and Lexidale Study (2013), p. 31.

  79. 79.

    “Article 8

    The laws of a Member State need not require approval of the merger by the general meeting of the acquiring company if the following conditions are fulfilled:

    (a) the publication provided for in Article 6 must be effected, for the acquiring company, at least one month before the date fixed for the general meeting of the company or companies being acquired which are to decide on the draft terms of merger;

    (b) at least one month before the date specified in (a), all shareholders of the acquiring company must be entitled to inspect the documents specified in Article 11 (1) at the registered office of the acquiring company;

    (c) one or more shareholders of the acquiring company holding a minimum percentage of the subscribed capital must be entitled to require that a general meeting of the acquiring company be called to decide whether to approve the merger. This minimum percentage may not be fixed at more than 5 %. The Member States may, however, provide for the exclusion of non-voting shares from this calculation.” Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54 (3) (g) of the Treaty concerning mergers of public limited liability companies [1978] OJ L 295/36–43.

  80. 80.

    Bech-Bruun and Lexidale Study (2013), p. 31.

  81. 81.

    Bech-Bruun and Lexidale Study (2013), p. 32.

  82. 82.

    Bech-Bruun and Lexidale Study (2013), p. 32.

  83. 83.

    Schmidt (2016), p. 25.

  84. 84.

    Bech-Bruun and Lexidale Study (2013), p. 32.

  85. 85.

    Schmidt (2016), p. 25.

  86. 86.

    Schmidt (2016), p. 25.

  87. 87.

    Schmidt (2016), p. 25.

  88. 88.

    Bech-Bruun and Lexidale Study (2013), p. 87.

  89. 89.

    Bech-Bruun and Lexidale Study (2013), p. 32.

  90. 90.

    Bech-Bruun and Lexidale Study (2013), p. 32.

  91. 91.

    Schmidt (2016), p. 24.

  92. 92.

    Arts 3a-ff. of the Publicity Directive (Directive 2009/101/EC of the European Parliament and of the Council of 16 September 2009 on coordination of safeguards which, for the protection of the interests of members and third parties, are required by Member States of companies within the meaning of the second paragraph of Article 48 of the Treaty, with a view to making such safeguards equivalent [2009] OJ L 258/11) and Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council [2015] OJ L 144/1.

  93. 93.

    Schmidt (2016), p. 24.

  94. 94.

    Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers, [2012] OJ L 156/1. See, also: Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council [2015] OJ L 144/1.

  95. 95.

    Truli (2016), p. 47.

  96. 96.

    Bech-Bruun and Lexidale Study (2013), p. 32.

  97. 97.

    Bech-Bruun and Lexidale Study (2013), pp. 32–33.

  98. 98.

    Schmidt (2016), p. 22. Truli (2016), p. 48.

  99. 99.

    Council Directive 2001/86/EC of 8 October 2001 supplementing the Statute for a European company with regard to the involvement of employees [2001] OJ L 294/22–32. For a more extensive analysis, see: Tepass (2012), pp. 123–142; François and Hick (2010), pp. 29–43; Storm (2010), pp. 74–78; Pannier (2005), pp. 1424–1442; Storm (2006), pp. 130–138; Αργυρός (2007), pp. 321–334; Argyros (2007), pp. 321–334 (in Greek).

  100. 100.

    European Company Law Experts (ECLE) (2012), p. 9. In Commission v Netherlands, the CJEU examined employee participation in cross-border mergers: “by failing to adopt all the laws, regulations and administrative provisions necessary to ensure that the employees of establishments of a company resulting from a cross-border merger which has its registered office in the Netherlands, situated in other Member States enjoy participation rights identical to those enjoyed by the employees employed in the Netherlands, the Kingdom of the Netherlands has failed to fulfill its obligations under point (b) of Article 16(2) of Directive 2005/56/EC of the European Parliament and of the Council of 26 October 2005 on cross-border mergers of limited liability companies.” Case C-635/11 European Commission v Kingdom of the Netherlands ECLI:EU:C:2013:408.

  101. 101.

    European Company Law Experts (ECLE) (2012), p. 9. Despite the need for reforms, no short-term reform of the rules on employee protection was proposed. Bech-Bruun and Lexidale Study (2013), p. 33. Schmidt (2016), p. 20.

  102. 102.

    Bech-Bruun and Lexidale Study (2013), p. 33.

  103. 103.

    Art. 12 of the European Company Statute.

    “1. Every SE shall be registered in the Member State in which it has its registered office in a register designated by the law of that Member State in accordance with Article 3 of the first Council Directive (68/151/EEC) of 9 March 1968 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community (6).

    2. An SE may not be registered unless an agreement on arrangements for employee involvement pursuant to Article 4 of Directive 2001/86/EC has been concluded, or a decision pursuant to Article 3(6) of the Directive has been taken, or the period for negotiations pursuant to Article 5 of the Directive has expired without an agreement having been concluded.

    3. In order for an SE to be registered in a Member State which has made use of the option referred to in Article 7(3) of Directive 2001/86/EC, either an agreement pursuant to Article 4 of the Directive must have been concluded on the arrangements for employee involvement, including participation, or none of the participating companies must have been governed by participation rules prior to the registration of the SE.

    4. The statutes of the SE must not conflict at any time with the arrangements for employee involvement which have been so determined. Where new such arrangements determined pursuant to the Directive conflict with the existing statutes, the statutes shall to the extent necessary be amended.

    In this case, a Member State may provide that the management organ or the administrative organ of the SE shall be entitled to proceed to amend the statutes without any further decision from the general shareholders meeting.” Council Regulation (EC) No 2157/2001 of 8 October 2001 on the Statute for a European company (SE) [2001] OJ L 294/1–21.

  104. 104.

    Bech-Bruun and Lexidale Study (2013), p. 33.

  105. 105.

    Bech-Bruun and Lexidale Study (2013), p. 33.

  106. 106.

    Bech-Bruun and Lexidale Study (2013), p. 33.

  107. 107.

    Bech-Bruun and Lexidale Study (2013), p. 33.

  108. 108.

    Bech-Bruun and Lexidale Study (2013), p. 33.

  109. 109.

    Truli (2016), p. 26.

  110. 110.

    Truli (2016), p. 48. See, also: Žárová and Skálová (2012), pp. 1224–1236, 1229–1232.

  111. 111.

    Bech-Bruun and Lexidale Study (2013), p. 66. Truli (2016), p. 49.

  112. 112.

    Truli (2016), p. 49.

  113. 113.

    Bech-Bruun and Lexidale Study (2013), p. 34.

  114. 114.

    Schmidt (2016), p. 23.

  115. 115.

    Truli (2016), p. 49.

  116. 116.

    Schmidt (2016), p. 23.

  117. 117.

    Schmidt (2016), p. 23. See, also: Žárová and Skálová (2012), pp. 1224–1236, 1232–1234.

  118. 118.

    Truli (2016), p. 50.

  119. 119.

    Bech-Bruun and Lexidale Study (2013), p. 34. See, also: European Company Law Experts (ECLE) (2012), p. 8.

  120. 120.

    Bech-Bruun and Lexidale Study (2013), p. 34.

  121. 121.

    Bech-Bruun and Lexidale Study (2013), p. 34. See, also: European Company Law Experts (ECLE) (2012), p. 9.

  122. 122.

    Schmidt (2016), p. 20.

  123. 123.

    Bech-Bruun and Lexidale Study (2013), p. 34.

  124. 124.

    Bech-Bruun and Lexidale Study (2013), p. 34.

  125. 125.

    Bech-Bruun and Lexidale Study (2013), p. 34. See, also: Vande Velde (2012), pp. 88–122; Werbrouck (2010), pp. 44–53; Boulogne (2016), pp. 810–814; Vande Velde (2016), pp. 132–145; Zernova (2011), pp. 471–493; Benecke and Schnitger (2005), pp. 170–178; Žárová and Skálová (2014), pp. 25–49; Kollruss (2015), pp. 501–507; Zuijdendorp (2007), pp. 5–12; van Arendonk (2010), pp. 60–61; Boulogne (2014), pp. 70–91; Nikolopoulos (2006), pp. 161–165; Helminen (2011), pp. 172–178; Thommes and Tomsett (1992), pp. 228–240; Chown (1990), pp. 409–411.

  126. 126.

    Storm (2010), pp. 60–70; Wymeersch (2003), pp. 661–695; Vaccaro (2005), pp. 1348–1365; Mucciarelli (2008), pp. 267–303; Gerner-Beuerle and Schillig (2010), pp. 303–323; Biermeyer (2013), pp. 571–589; Biermeyer (2015), pp. 49–92.

  127. 127.

    Bech-Bruun and Lexidale Study (2013), p. 34.

  128. 128.

    Gerner-Beuerle et al. (2016), pp. 216 and 345.

  129. 129.

    Bech-Bruun and Lexidale Study (2013), pp. 81–82. See, also: European Company Law Experts (ECLE) (2012), pp. 7–8. Truli (2016), p. 27.

  130. 130.

    Bech-Bruun and Lexidale Study (2013), p. 82.

  131. 131.

    Bech-Bruun and Lexidale Study (2013), p. 34.

  132. 132.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD).

  133. 133.

    Directive 2009/109/EC of the European Parliament and of the Council of 16 September 2009 amending Council Directives 77/91/EEC, 78/855/EEC and 82/891/EEC, and Directive 2005/56/EC as regards reporting and documentation requirements in the case of mergers and divisions. [2009] OJ L 259/14–21.

  134. 134.

    Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers. [2012] OJ L 156 1–9.

  135. 135.

    Recital 17 of the Preamble of Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers. [2012] OJ L 156 1–9.

  136. 136.

    Recital 122 of the Preamble of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012, of the European Parliament and of the Council [2014] OJ L 173/190–348.

  137. 137.

    Communication from the Commission to the European Parliament, the Council, the European Economic and Social Committee and the Committee of the Regions. Action Plan: European company law and corporate governance—a modern legal framework for more engaged shareholders and sustainable companies [2012] COM 740.

  138. 138.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD).

  139. 139.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD). This part would not refer to CBMD, but to Directive 2017/1132 relating to certain aspects of company law, which codified the CBMD. EU Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law. [2017] OJ L 169/46–127.

  140. 140.

    See, also: Brasseur and Vermeylen (2012), pp. 80–83.

  141. 141.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD) 25–26. This proposed directive refers to provisions of Directive 2017/1132 relating to certain aspects of company law, which codifies the CBMD. EU Directive 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law. [2017] OJ L 169/46–127.

  142. 142.

    See, also: Brasseur and Vermeylen (2012), pp. 83–87.

  143. 143.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD), 60.

  144. 144.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD), 26–27.

  145. 145.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD), 27.

  146. 146.

    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD), 26.

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    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD), 26.

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    Proposal for a Directive of the European Parliament and of the Council amending Directive 2017/1132 as regards cross-border conversions, mergers and divisions. COM/2018/241 final, 2018/0114 (COD), 26.

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Acknowledgement

This research is financed by the Republic of Cyprus through the Research Promotion Foundation (Research Project: “Takeovers and Mergers in European, Cypriot and Greek Company Law” KOULTOURA//ΒΡ-ΝΕ/0514/18).

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    Thomas Papadopoulos

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Papadopoulos, T. (2019). Reviewing the Implementation of the Cross-Border Mergers Directive. In: Papadopoulos, T. (eds) Cross-Border Mergers. Studies in European Economic Law and Regulation, vol 17. Springer, Cham. https://doi.org/10.1007/978-3-030-22753-1_1

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