Cross - Border Merger. Analysis of Comparative Law

• Author: Silvia Lucia Cristea, Viorel Banulescu
• Profession: Department of Law, Bucharest University of Economic Studies, Romania/Bucharest University of Economic Studies, Romania
• Pages: 110-118

Cross - Border Merger. Analysis of Comparative Law

Professor Silvia Lucia CRISTEA

1

PhD. student Viorel BĂNULESCU

2

Abstract

The study presents some considerations regarding the merger of co mpanies

(section 1.1), then includes the union provisions in the matter of mergers (section 1.2),

the Romanian regulation in the matter (section 1.3) and the comparative ana lysis of the

Romanian regulation with the European Union one, with proposals de lege ferenda (sec-

tion .2).

Keywords: cross-border merg er, European Directive, absorbing company, ab-

sorbed company, creditors.

JEL Classification: K22, K33

1. Introductory considerations

Some of the most important changes to the internal regulations on mer-

gers took place as a result of the transposition of European norms, which aimed

to uniformize the European market and to create a favorable context for cross-

border mergers. Moreover, the European merger directives aimed to ensure the

protection of shareholders and third parties against the effects of the mergers,

with the European legislator initially focusing on the uniformization of internal

legal frameworks and subsequently on cross-border mergers.

1.1. Union provisions on the matter

The creation of a uniform legal framework in the national law of the

Member States for the realization of mergers between companies was achieved

by the introduction of the 3rd Directive no.78/855/C.E.E.

3

, in 1978. The third Di-

rective of the Council was applicable only in case of joint stock companies and

contained provisions regarding the organization of the merger, the procedure for

achieving the merger by absorption, the particular case of the merger by absorp-

tion, when the absorbing company holds more than 90% of the shares of the ab-

sorbed company, the procedure for the realization of the merger by establishing

1

Silvia Lucia Cristea – Department of Law, Bucharest University of Economic Studies, Romania,

silvia_drept@yahoo.com.

2

Viorel Bănulescu - Bucharest University of Economic Studies, Romania, viorel_banulescu@

yahoo.co.uk

3

Directive no. 78/855/C.E.E. regarding the merger of anonymous societies, JO L 295, 20.10.1978,

p. 36.