Directive 2011/35/EU of the European Parliament and of the Council (repealed)Show full title

CHAPTER V ACQUISITION OF ONE COMPANY BY ANOTHER WHICH HOLDS 90 % OR MORE OF ITS SHARES

Article 24

Member States shall make provision, in respect of companies governed by their laws, for the operation whereby one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company which is the holder of all their shares and other securities conferring the right to vote at general meetings. Such operations shall be regulated by the provisions of Chapter III. However, Member States shall not impose the requirements set out in points (b), (c) and (d) of Article 5(2), Articles 9 and 10, points (d) and (e) of Article 11(1), point (b) of Article 19(1) and Articles 20 and 21.

Article 25

Member States shall not apply Article 7 to the operations referred to in Article 24 if the following conditions are fulfilled:

(a)

the publication provided for in Article 6 must be effected, as regards each company involved in the operation, at least 1 month before the operation takes effect;

(b)

at least 1 month before the operation takes effect, all shareholders of the acquiring company must be entitled to inspect the documents referred to in points (a), (b) and (c) of Article 11(1) at the company’s registered office;

(c)

point (c) of the first paragraph of Article 8 must apply.

For the purposes of point (b) of the first paragraph of this Article, Article 11(2), (3) and (4) shall apply.

Article 26

The Member States may apply Articles 24 and 25 to operations whereby one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company, if all the shares and other securities specified in Article 24 of the company or companies being acquired are held by the acquiring company and/or by persons holding those shares and securities in their own names but on behalf of that company.

Article 27

Where a merger by acquisition is carried out by a company which holds 90 % or more, but not all, of the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, Member States shall 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, as regards the acquiring company, at least 1 month before the date fixed for the general meeting of the company or companies being acquired which is to decide on the draft terms of merger;

(b)

at least 1 month before the date specified in point (a), all shareholders of the acquiring company must be entitled to inspect the documents specified in points (a), (b) and, where applicable, (c), (d) and (e) of Article 11(1) at the company’s registered office;

(c)

point (c) of the first paragraph of Article 8 must apply.

For the purposes of point (b) of the first paragraph of this Article, Article 11(2), (3) and (4) shall apply.

Article 28

Member States shall not impose the requirements set out in Articles 9, 10 and 11 in the case of a merger within the meaning of Article 27 if the following conditions are fulfilled:

(a)

the minority shareholders of the company being acquired must be entitled to have their shares acquired by the acquiring company;

(b)

if they exercise that right, they must be entitled to receive consideration corresponding to the value of their shares;

(c)

in the event of disagreement regarding such consideration, it must be possible for the value of the consideration to be determined by a court or by an administrative authority designated by the Member State for that purpose.

A Member State need not apply the first paragraph if the laws of that Member State entitle the acquiring company, without a previous public takeover offer, to require all the holders of the remaining securities of the company or companies to be acquired to sell those securities to it prior to the merger at a fair price.

Article 29

The Member States may apply Articles 27 and 28 to operations whereby one or more companies are wound up without going into liquidation and transfer all their assets and liabilities to another company, if 90 % or more, but not all, of the shares and other securities referred to in Article 27 of the company or companies being acquired are held by that acquiring company and/or by persons holding those shares and securities in their own names but on behalf of that company.