Experiences from the Implementation of the Cross-Border Mergers Directive in Cyprus

Abstract

This chapter examines the implementation of the Cross-border Mergers Directive (hereinafter, “CBMD”) in Greece. Various aspects of the Greek legislation implementing the CBMD are analyzed. The CBMD was implemented in Greece by “Law 3777/2009 on cross-border mergers of limited liability companies and other provisions”. Greece was not consistent with the transposition of the CBMD; this resulted in infringement proceedings against Greece. The availability of cross-border mergers in Greek law before the adoption of the CBMD is also outlined. Apart from its own autonomous provisions, the CBMD refers to national law of the company participating in a cross-border merger (Art. 4(1)(b) of the CBMD). The outcome of this reference to national law is a multi-level regulatory model. The application of this multi-level regulatory model to Greek law is discussed. This chapter provides a critical overview of the most important provisions of Law 3777/2009 implementing the CBMD in Greece. It provides an overview of its scope, the definition of “merger” and the possibility for cash payment. It elucidates in particular the details of the procedure, which must be followed in a cross-border merger. Special emphasis is given on the protection of minority shareholders and creditors in the context of cross-border mergers. The gold-plating of the implementation of the CBMD in Greek law, as well as the stance of the Greek legislature towards optional provisions are analyzed. The relationship between reincorporations/seat transfers and cross-border mergers in Greek law and its potential effect on national economy of Greece are scrutinized. This chapter focuses also on stakeholders’ views and on the cross-border mergers activity in Greece. At the end of the chapter, certain concluding remarks are deduced.