About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline
LOG IN
LOG IN

15 Eur. Company L. 101 (2018)
Conference Report: Cross-Border Mergers Directive: EU Perspectives and National Experiences

handle is hein.kluwer/eurcompl0015 and id is 98 raw text is: CONIRLNCE RLPORI Conference Report: 'Cross-Border Mergers Directive: EU Perspectives and National Experiences' GEORGIOS ZOURIDAKIS: ATTORNEY AT LAW; RESEARCH FELLOW Ft LEGAL ADVISOR, ATHENS INSTITUTE FOR EDUCATION AND RESEARCH.* 1. INTRODUCTION The Research Promotion Foundation of the Republic of Cyprus is funding a research project on the regulation of takeovers and mergers at EU and national level. (Research Project: 'Takeovers and Mergers in European, Cypriot and Greek Company Law' KOULTOURA//BP-NE/0514/18), whose Coordinator is Dr Thomas Papadopoulos, Lecturer in Business Law at the Department of Law of the University of Cyprus. The Host Organization is the University of Cyprus. This research funding accompanies the Cyprus Research Award for the Best Young Researcher of 2014 (category of 'Social Sciences & Humanities'), which Dr Papadopoulos was awarded from the Research Promotion Foundation. In the context of 'the dissemination of results' of this research project, the international conference 'Cross-border Mergers Directive: EU perspectives and national experiences' took place on Saturday 7 October 2017. This event was funded by the Republic of Cyprus through the Research Promotion Foundation. This confer- ence, convened by Dr Papadopoulos, aimed at scrutinizing the 10th Company Law Directive on Cross-border Mergers (Directive 2005/ 56/EC, now Articles 118-134 of Directive (EU) 2017/1132; herein- after 'CBMD'). The Conference was held at the University House Anastasios G. Leventis at the premises of the University Campus of the University of Cyprus. The event was attended by leading aca- demic scholars and law practitioners from Cyprus and other European states as well as representatives of legislative and regula- tory institutions. The conference was divided into four parts; the first two panels provided for a macro-analysis of the topic, exam- ining the CBMD and Cross-border Mergers (hereinafter 'CBMs') at an EU level, whilst the following two panels offered expert insight on the CBMD's application and importance at Member State (hereinafter 'MS') level. The Welcome Addresses were delivered by Professor Constantinos P. Constantinou, Vice-Rector of the University of Cyprus; Spyros Kokkinos, Registrar of Companies and Official Receiver, Republic of Cyprus; Professor Constantinos Kombos, Vice-Chair and Associate Professor at the Department of Law of the University of Cyprus; and Dr Thomas Papadopoulos, Lecturer in Business Law at the Department of Law of the University of Cyprus and Coordinator of the Research Project. Professor Steef Bartman, Professor of Company Law at the University of Leiden, Netherlands; Attorney-at-law, Bartman Company Law, Netherlands; Co-mana- ging director of Centre for European Company Law (CECL) and Editor-in-Chief of European Company Law (ECL) Journal (Kluwer), delivered the keynote speech, offering some valuable observations on the CBMD with special emphasis on EU Corporate Law Border Protection and Minority Shareholders' Rights. As he noted, setting the ground for the ensuing presentations, CBMs are a means of corporate migration and immigration. He explained that the ability to conduct CBMs defines the 'company law border' which, in many respects, differs from the physical borders. However, this requires safeguards to be placed by national law, particularly on control of entry, yet there is no initiative (at EU level) known at the moment. Moving to the topic of minority protection, he focused on share- holders' exit rights. He noted the latter (fundamental minority) rights' absence from the CBMD, in stark contrast to the Shareholders Directive. The introduction of Article 10 (3) to the CBMD, in 2009, did not encourage the provision of such protection within the EU either. According to Article 10 (3) of the CBMD, as he emphasized, the procedure to compensate minority members only applies if the other merging companies (of MSs which do not provide for such procedure) explicitly accept the possibility for the members of that merging company to have recourse to such pro- cedure. Therefore, he explained, shareholders are often unable to invoke the protection offered by their domestic law. The adverse effects of this situation would be felt more intensely in closely-held companies than listed ones. 2. PANEL 1: THE CROSS-BORDER MERGERS DIRECTIVE UNDER SCRUTINY: EU PERSPECTIVES The opening panel, chaired by Constantinos Kombos, Associate Professor, Department of Law, University of Cyprus, offered an overview of the implementation of the Directive by EU MS and its * Email: georgioszouridakis@yahoo.com. Zouridakis, Georgios . 'Conference Report: 'Cross-Border Mergers Directive: EU Perspectives and National Experiences. European Company Law Journal 15, no. 3 (2018): 101-106. 9 2018 Kluwer Law International BV, The Netherlands

What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.



Contact us for annual subscription options:

Contact Us

Already a HeinOnline Subscriber?

Log In

profiles profiles most