July 9, 2014 | By CMS Legal |
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France 12 | CMS Guide to Cross-Border Merger Requirement for employee participation ∙ The company resulting from the merger does not guarantee the same level of employee participation (which is measured by the proportion of representatives among the members of the board of directors, the supervisory board or the committee of the company resulting from the merger) as operated in the relevant merging companies. Participation by virtue of agreement —Initiate procedure: ∙ Within a maximum of one month after disclosure of the common draft terms of merger, it is the duty of the management bodies of each company involved in the merger and for the establishments and subsidiaries to inform the existing trade unions about the intended merger, the names of the companies’ subsidiaries and establishments, their locations, their legal status and the nature of their activities, the number of employees (category per category in France and in the other Member States), the forms of participation which exist, the number of seats of the special negotiating body allocated to each Member State; ∙ In the case that the concerned companies, subsidiaries and establishments have no employees’ representatives, the details mentioned above are directly communicated to the employees of the companies, subsidiaries and establishments.
Spain 2 | CMS Guide to Cross-Border Merger Merging companies Spanish companies which can participate in a cross-border merger —Limited liability company ( Sociedad de Responsabilidad Limitada or S.L. / S.R.L. ). —Stock corporation ( Sociedad Anónima or S.A. ). —Limited partnership on stock ( Sociedad Comanditaria por Acciones or S. Com. p. A. ). Rules for other companies or partnerships —No specifc rules apply. Documents to be prepared, responsibility and essential content Common draft terms of merger ∙ Responsibility —The governing bodies o the merging companies. —Cooperation with the management o the other merging company (common drat terms o merger).
Slovenia 2 | CMS Guide to Cross-Border Merger Merging companies Slovenian companies which can participate in a cross- border merger according to the Companies Act —Limited liability companies ( družba z omejeno odgovornostjo – d.o.o. ) —Joint stock companies ( delniška družba – d.d .) Rules for other companies or partnerships —No specifc rules apply. Documents to be prepared, responsibility and essential content Common draft terms of merger ∙ Responsibility —Management or management board. —Cooperation with the management board – o directors o the other merging company (common drat terms). ∙ Essential content —Basic inormation (the orm, name, registered ofce) about the merging companies and the company resulting rom the merger; inormation on procedures concerning the transer o shares o the company resulting rom the merger; ratio applicable to the exchange o shares (i applicable); accounting data; likely consequences o the merger on employees; proposed articles o association o the company resulting rom the merger; proposed measures or the exercise o rights o holders o special rights; any special advantages granted to the members o the management board / supervisory board; etc.