Traduction de «fusion de contrôle » (Français → Anglais) :

(i) where a corporation was controlled, directly or indirectly in any manner whatever, by a predecessor corporation immediately before the amalgamation and has, by reason of the amalgamation, become controlled, directly or indirectly in any manner whatever, by the new corporation, the new corporation shall be deemed to have acquired control of the corporation so controlled at the time control thereof was acquired by the predecessor corporation, and

In order to facilitate cross-border merger operations, it should be provided that monitoring of the completion and legality of the decision-making process in each merging company should be carried out by the national authority having jurisdiction over each of those companies, whereas monitoring of the completion and legality of the cross-border merger should be carried out by the national authority having jurisdiction over the company resulting from the cross-border merger.

Only the holding company that controlled the large demutualized company prior to the merger would qualify to control the new company.

1. The legality of a merger shall be scrutinised, as regards the part of the procedure concerning the completion of the merger and the formation of the SCE, by the court, notary or other competent authority in the Member State of the proposed registered office of the SCE able to scrutinise that aspect of the legality of mergers of cooperatives and, failing that, mergers of public limited-liability companies.

1. The legality of a merger shall be scrutinised, as regards the part of the procedure concerning the completion of the merger and the formation of the SE, by the court, notary or other authority competent in the Member State of the proposed registered office of the SE to scrutinise that aspect of the legality of mergers of public limited-liability companies.

As the sole arbiter of proposed mergers and concentrations between companies which have an aggregate worldwide turnover in excess of ECU 5 billion and individual turnover of ECU 250 million in Europe, of at least two of the companies concerned, the European Commission invites governments and companies, before 31 March 1996, to a wide ranging debate centred, essentially, on the three following themes: - a reduction in the thresholds which give exclusive control to the Commission being ECU 2 billion for worldwide sales (in place of ECU 5 billion) and ECU 100 million (instead of ECU 250 million).; - should such a reduction not be achieved, ...[+++] exclusive control for the Commission for those mergers which fall between "the old and the new thresholds" and which have to be notified to several national competition authorities; this approach would save both time and money; - a series of options giving answer to the criticisms formulated, not only by the business world, but equally by certain Member States, as regards cooperative joint venture operations which do not fall under the rules of the Merger Regulation but under the "general" rules regarding competition policy (in particular Article 85 of the Treaty).