Traduction de «fusione di società » (Italien → Anglais) :

General refusal in Germany to register a merger between companies in the commercial register where one is established in another member state is contrary to community law

3. Where, in the case of a merger of companies covered by this Directive, the laws of the Member States require the completion of special formalities before the transfer of certain assets, rights and obligations by the merging companies becomes effective against third parties, those formalities shall be carried out by the company created by the merger.

(Directive 69/335/EEC · Indirect taxes on the raising of capital · Merger of companies · Acquisition by a company which already holds all the securities of the companies acquired)

Merger Regulation Upon a proposal by Commissioner Karel Van Miert, the Commission has given the green light to the establishment of a 50/50 joint venture between Akzo Nobel (a company formed last year through the merger of the Dutch company, Akzo and the Swedish company, Nobel Industrier AB) and the US company, Monsanto for the production of rubber chemicals.

As an exception to this general principle, the European company (SE) Regulation and Directive rules should apply if at least one of the merging companies has an average number of employees in the six months before the publication of the draft terms of the cross-border merger that exceeds 500 and is operating under an employee participation system, or where the national law applicable to the company resulting from the cross-border merger does not provide for at least the same level of participation as operated in the relevant merging companies, measured by reference to the proportion of members of the administrative or of the supervisory ...[+++]organ or their committees or of the management group, which covers the profit units of the company, subject to employee representation, or provide for employees of establishments of the company resulting from the cross-border merger and situated in other Member States the same entitlement to exercise participation rights as is enjoyed by those employees employed in the Member State where the registered office of the company resulting from the cross-border merger is situated.

The monitoring of the completion and legality of the decision-making process in each merging company must 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.