“On 1 January 2020, the EU Directive amending Directive 2017/1132/EU as regards cross-border conversions, mergers and divisions (hereafter: the Directive) entered into force. The Directive, which all EU member states have to transpose into national law by 31 January 2023 at the latest, introduces a comprehensive legal framework for cross-border conversions, mergers and divisions, as well as harmonised rules for the protection of corporate stakeholders (creditors, minority shareholders and employees). This article will focus on one particular aspect of the Directive: the implementation and harmonisation of appraisal rights for minority shareholders in EU cross-border mergers. This is especially topical in the current setting of substantive reform of EU corporate law, shying away from profit maximisation objectives and incorporating EU sustainability goals, bringing about additional opportunities for dissent of minority shareholders in corporate restructuring operations as it opens the floor for additional considerations when determining the value-enhancing control operations (especially as to the question which value is to be enhanced, shying away from short-term financial gains from the corporate transaction) …”
€ (Westlaw)
Max Le Blanc and Lela Mélon, ‘Harmonization of appraisal rights in the EU: a positive contribution to the protection of minority shareholders or a Trojan horse?’ [2022] Journal of Business Law (5) 428-453.
First posted 2022-07-09 09:00:37
Leave a Reply