Mergers and Acquisitions of Joint Stock Companies in Russia and Corporations in the US (legal regulation experience)

Abstract

The procedure of merger and consolidation of joint stock companies in Russia is legislatively fi xed in the Federal law «On joint stock companies». In the United States in each state the rules on mergers are adopted within the Corporation laws. The greatest interest represents the law of the state of Delaware. This procedure includes three steps. In Russia at the fi rst stage the companies sign an agreement on merger or consolidation, and in the state of Delaware, the fi rst step is the adoption by the Board of Directors of each participating corporation of a decision on approval of the agreement on merger or consolidation. At the second stage the boards of Directors of Russian joint stock companies bring to the decision of the General meeting of each participating company, the question of reorganization, on approval of the agreement on the merger. In the state of Delaware at the second stage of the General meeting of shareholders should approve or reject the transaction of merger or accession. The third stage both in Russia and in the state of Delaware, is registration of a new joint stock company, corporation, or registration of changes in society, corporation, in which another one has merged.