THE NEW UNION REGULATION REGARDING THE ISSUE OF MERGING THE JOINT-STOCK COMPANIES

Abstract

The imperative of issuing a union legal instrument that would regulate the issue of the joint-stock companies, was necessary because of the predominance of their activities within the economies of Member States and because they frequently extend beyond the borders of any Member State.

The coordination of the legislation of the Member States regarding the establishment of joint-stock companies, as well as regarding their merger or division, is extremely important in order to ensure an equivalent minimum protection for the shareholders or the creditors of such companies, also to maintain the rights of their employees pursuant to the provisions of Directive 2001/23/EC.

Therefore, the union co-lawmaker drew up Directive (EU) 2017/1132 of the European Parliament and of the Council on 14 June 2017 regarding some aspects of the company law, directive applicable to joint-stock companies, thus ensuring the legal certainty in the relationships between the companies involved in a merger. Also, by the union rule, they aim at guaranteeing the coordination of the legislations of the Member States in order to prevent the creditors to achieve their interests, including the holders of bonds and of other titles who may invoke some rights over the merging companies.