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Directive (EU) 2017/1132 of the European Parliament and of the Council of 14 June 2017 relating to certain aspects of company law (codification) (Text with EEA relevance)
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This is the original version (as it was originally adopted).
The management or administrative organ of each of the merging companies shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars:
the form, name and registered office of the merging companies and those proposed for the company resulting from the cross-border merger;
the ratio applicable to the exchange of securities or shares representing the company capital and the amount of any cash payment;
the terms for the allotment of securities or shares representing the capital of the company resulting from the cross-border merger;
the likely repercussions of the cross-border merger on employment;
the date from which the holding of such securities or shares representing the company capital will entitle the holders to share in profits and any special conditions affecting that entitlement;
the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the company resulting from the cross-border merger;
the rights conferred by the company resulting from the cross-border merger on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them;
any special advantages granted to the experts who examine the draft terms of the cross-border merger or to members of the administrative, management, supervisory or controlling organs of the merging companies;
the statutes of the company resulting from the cross-border merger;
where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined pursuant to Article 133;
information on the evaluation of the assets and liabilities which are transferred to the company resulting from the cross-border merger;
dates of the merging companies' accounts used to establish the conditions of the cross-border merger.
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