PROTECTION OF DISSENTING SHAREHOLDERS IN THE EU CROSS-BORDER MERGERS FRAMEWORK: A CALL FOR FURTHER HARMONIZATION?
PROTECTION OF DISSENTING SHAREHOLDERS IN THE EU CROSS-BORDER MERGERS FRAMEWORK: A CALL FOR FURTHER HARMONIZATION?

Summary/Abstract: The European cross-border mergers framework is the most comprehensive to date – transnational mergers are possible following the Sevic case and the freedom of establishment, under a SE structure, and via a transfer of seat, whereas the Cross-Border Mergers Directive has been an overall success in harmonizing the rules on cross-border mergers in the EU. Nonetheless, gaps remain, such as creditor and minority shareholder protection. Dissenting shareholders protection is not harmonized on the European level - implementation of protection mechanisms is at the discretion of the Member States. As a result, certain Member States have decided not to transpose the respective provision in the Cross-Border Mergers Directive in national laws and provide for no special remedies for shareholders in cross-border mergers. The question that arises is whether without further harmonization of protection mechanisms the cross-border merger transaction is rendered dysfunctional.

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