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Lesson 36 Transformation, merger and demerger, Private international law…

- - - - in this case
        
        1) who decide the transformation?
        
        2) which is the point of view of assets?
        
        3) what about the shareholder who doesn't agree?
        
        4) what about working shareholders?
        
        5) what about 3rd parties?
    - - in this case
        
        which are the directors duties?
        
        how is adopted the resolution, which are the parts that must agree?
        
        what about shares?
        
        what about the shareholders that do not agree?
    - - starting point a joint-stock companies
        
        explanatory report of the directors
        
        particularly qualified majority for the resolution of the meeting: the favorable vote of two-thirds of the "eligible" and, in any case, the consent of members who assume unlimited liability (art. 2500-septies, paragraph 2).
      - joint-stock companies as the point of arrival
        
        a) in the consortia, the favourable vote of the absolute majority of the consortia
        
        b) in the communions of holdings, unanimity
        
        c) in consortia associations and simple associations, the majority required by law or by the articles of association for early dissolution;
        
        d) in cooperatives, Art. 2545-decies requires a diversified quorum depending on the number of members
- - - - merger by incorporation
      - merger in a strict sense
    - - The new company resulting from the merger, or the incorporating company, assumes the rights and obligations of the participatin\g companies, continuing in all their pre-merger relationships (article 2504-bis, paragraph 1). It is an effect similar to a universal succession in the heritage of participating
  - - - must contain:
        
        consitution act
        
        the exchange ratio of shares
        
        allocation of the shares
        
        date of enjoyment
        
        accounting date
        
        the treatment of particular categories of shareholders and holders of assets other than shares
        
        administrators advantages
        
        The exchange rate ratio
        is the subject of negotiations between the administrative bodies of the participating companies in relation to their respective earnings prospects and their positioning on the market.
      - Project enrollment
      - Deposit at the project's headquarters and...
        
        (a) of capital situations
        
        b) the administrators' report
        
        c) of the experts' report