253 views

Preliminary question on cross-border mergers and divisions

Austrian judge wonders about the resolution of conflicts of laws regarding cross-border mergers and divisions. (C-483/14 KA Finanz).

Facts:

1. The possibility that the exempted area of the “Company Law” to include reorganization processes such as mergers and divisions;

2. deduction from the  EU primary law of the conditions regarding the treatment of mergers in terms of conflict of laws, especially if, outside the state, you have to apply the law of the state of the acquired company or the national law of the acquiring company;

3. deduction of principles regarding the treatment in terms of conflict of laws, especially if you have to apply the law of the state of the acquired company outside the state or the national law of the acquired company or whether the rules governing the conflict of laws provide the freedom to choose the material national law applicable;

4. cross-border merger which concerns the holder of securities other than shares, which grants special rights, particularly in case of subordinated debt securities and the issuer`s right to terminate the legal relationship and thus protect the beneficiaries.

Incident provisions:

1. Article 1 paragraph (2) letter (e) of the Rome Convention in 1980 regarding the law applicable to contractual obligations and article 1 paragraph (2) letter (d) of the Eu Regulation (EC) no. 593/2008 on the law applicable to contractual obligations (Rome I) – as a provision which follows article 1 paragraph (2) letter (e) of the Rome Convention (with correction here);
2. Article 15 of EU Directive 2011/35 on mergers of stock companies;
3. Articles 49, 56 and 63 TFEU.

:: The source: JURIDICE.ro

Adina Elena OPREA
Junior lawyer

Related posts