BOOK II: Commercial companies and economic interest groupings.

The documents provided for in Article R. 236-4 need not be made available at the registered office if, for an uninterrupted period beginning no later than thirty days before the date set for the general meeting or the meeting of the competent body called to vote on the draft terms of merger and not ending before the end of that meeting, the company publishes them on its main website, under…

The report of the Board of Directors or the Management Board provided for in I of Article L. 236-9 explains and justifies the project in detail, from a legal and economic point of view, in particular with regard to the share exchange ratio and the valuation methods used, which must be consistent for the companies concerned, as well as, where applicable, any particular valuation difficulties. Publicity of the offer to…

Unless the shareholders of each of the companies involved in the merger decide otherwise under the conditions provided for in II of Article L. 236-10, the shareholder information provided for in the fifth paragraph of I of Article L. 236-9 is communicated to them in the form provided for in Article R. 236-2 or, where applicable, Article R. 236-3, as from the day on which the boards of directors or…

The period mentioned in the fourth paragraph of II of article L. 236-9 is twenty days from the last insertion made pursuant to article R. 236-2 or, where applicable, the last publication provided for by article R. 236-3. This period applies according to the same terms to the requests mentioned respectively in the second paragraph of article L. 236-11, the second paragraph of article L. 236-12 and the second paragraph…

Merger auditors are appointed and carry out their duties under the conditions set out in Article R. 22-10-7. If only one report is drawn up for the entire operation, the appointment is made at the joint request of all the participating companies.

The contribution auditors verify in particular that the amount of the net assets contributed by the absorbed companies is at least equal to the amount of the increase in the capital of the absorbing company or the amount of the capital of the new company resulting from the merger.

A creditor’s objection to the merger, under the conditions provided for by Articles L. 236-15, L. 236-26 and L. 236-30, shall be lodged within thirty days of the last insertion or public availability of the draft terms of merger on the website of each of the companies prescribed by Article R. 236-2 or, where applicable, by article R. 236-3. Opposition to the merger by the representatives of the bondholders’ group,…

In the case provided for in the third paragraph of article L. 228-73, the representatives of the bondholders’ group may object to the merger within thirty days of the publication provided for in article R. 228-80. The opposition is brought before the Commercial Court.

Lessors of premises leased to the absorbed companies may also object to the merger, under the conditions set out in the first paragraph of article R. 236-11.

The offer to redeem the securities at the request of the bondholders provided for in the first paragraph of Articles L. 236-14 and L. 236-23 is brought to the attention of the bondholders in accordance with the procedures set out in the contract of issue. If the contract of issue does not provide for these procedures, the offer is published in the Bulletin des annonces légales obligatoires and, on two…