Merger and division of companies : a comparative analysis focusing on the third, sixth and tenth council directives

Abstract

There have been numerous attempts to harmonise company law. Part of this process saw the enactment of the Third, Sixth and Tenth Company Law Directives dealing with domestic merger, division and cross-border merger. The Cross-Border Merger Directive was modelled on the Domestic Merger Directive and this is reflected in the way the former directive is drafted. The dissertation will analyse the three Council Directives aforementioned together with the laws of Germany, the United Kingdom, France and Malta dealing with these relative topics. Definitions of important terms such as public limited company, limited liability companies and cross-border are given. A brief historical perspective of the Directives is given, whereby it is seen that the intention to have such directives date back to the 1970s. The first three chapters will then analyse the Directives separately, this would facilitate the understanding of the concept of the Directives together with the laws of the different jurisdictions. The similarities and differences are looked into. It emerges that the legal procedure of the three Council Directives and that provided for by the laws of the four jurisdictions under analysis follow each other closely. It is outlined that some areas are left not harmonised on a European level which in turn can be very problematic. Areas like creditor protector and employee participation need to be amended as to achieve proper protection for the parties involved. A few proposals are given as to what can be changed in order for the Directives to be more effective.