Съответствие на българското търговско право с трета (78/855/ЕИО) и шеста (82/891/ЕИО) директива в областта на дружественото право
Approximation of the Bulgarian Company Law with the Third (78/855/EEC) and Sixth (82/891/EEC) Directives on Company Law

Summary/Abstract: The principal aim of the article is to evaluate the approximation of the Bulgarian company law with the Third and Sixth Company Law Directives, to difine the rules to be enacted in order full consistency to be achieved, and to propose an advantage to be taken of some options provided by the directives. The Bulgarian company law on mergers and divisions of public limited companies is not in full conformity with the Third and Sixth Company Law Directives. The necessary forms of merger are provided, some forms of division (all directive-established forms are optional) - also. Some important legal rules concerning the operations allowed are consistent with the directives - the decision-making by the shareholders, the legal effects of the merger and division and the creditors protection which exceeds the directives minimum standard. The principal defect are the significant lack of shareholders protection rules satisfying the directive requirements in the field of draft terms (although there are such rules in the Law on Public Offering of Securities) and civil liability of Board members and experts, as well as the lack of express provisions concerning the nullity of the operation. Approximation in other minor aspects is also needed.

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