Spremembe direktive o pravu družb glede čezmejnih združitev in potreba po uskladitvi v ZGD-1

slovenian

2021

volume 47, issue 5

Companies Act   cross-border mergers   Directive (EU) 2005/56   Directive (EU) 2011/35   Directive (EU) 2019/2121   Directive 2017/1132

Lexpera d. o. o.
(Obvezni izvod spletne publikacije)

The article examines the estimated amendments to the Slovenia''s Companies Act (hereinafter: ZGD-1) in the field of cross-border mergers of companies. National-level mergers of public limited liability companies on the EU level were first regulated by the Third Council Directive. Cross-border mergers between companies from different Member States are regulated by the Tenth Council Directive, which was later codified in the provisions of Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 (hereinafter: Directive 2017/1132 or codified directive). The purpose for the adoption of the Tenth Council Directive was to ensure and enable companies to enter the merger process in an organized, effective and suitable manner, with due respect to protection of most affected involved parties, such as employees, creditors, and shareholders. Because of the different approach in the process of implementation of the Third and Tenth Council Directive by the Member States, it soon became apparent that the protection of interests of employees, creditors, and shareholders was not always adequately ensured and regulated to the same extent. By adopting Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers and divisions (hereinafter: Directive 2019/2121), the European Union ensured a greater legal certainty in cross-border corporate transformations and introduced a harmonised protection of creditors, employees and shareholders in cross-border mergers.

03.11.2021