Subsection 1: Cross-border mergers

Cross-border merger transactions shall be governed by the provisions of this subsection and by those of Section 1 of this Chapter which do not conflict therewith. .

The draft terms of cross-border merger shall be drawn up by the management, administrative or executive body of each of the companies involved in the operation. The draft terms of cross-border merger shall contain the following particulars It shall contain the following particulars: The form, name and address of each of the companies involved in the cross-border merger. 1° The type, name and registered office of the participating companies, as…

The companies involved in the merger that are registered in France shall file a notice of the proposed cross-border merger with the registry of the commercial court at their registered office. This notice shall contain the following information: The company name or corporate name of the merging company. 1° The name of each participating company followed, where appropriate, by its acronym, its legal form, the address of its registered office…

Where approval of the merger by the extraordinary general meeting of the acquiring company is not required in accordance with II of Article L. 236-9, the information referred to in Article R. 236-22 shall be provided at least one month before the date of the general meeting of the other merging company or companies.

I.-The report of the management, executive or administrative body drawn up pursuant to the first paragraph of Article L. 236-36 by each company participating in the merger shall explain and justify the draft terms of cross-border merger in detail, in terms of its legal and economic aspects, and the consequences of the draft terms of merger for members, for employees and for the future business of the company. The report…

The right of withdrawal provided for in Article L. 236-40 shall apply to all the units or shares held by the member on the date of his request.

I.-A request by members to exercise their right of withdrawal provided for in Article L. 236-40 shall be made within ten days of the date of the decision referred to in Article L. 236-2. This request shall be sent to the company by electronic means to the address indicated by the company or by registered letter with acknowledgement of receipt sent to the company’s registered office. This request must be…

The buyback offer referred to in Article L. 236-40 shall be paid by the company no later than two months after the effective date of the transaction determined in accordance with Article L. 236-44.

I.-Any dispute concerning the price stated in the repurchase offer referred to in Article L. 236-40 shall be brought before the court within whose jurisdiction the registered office of the company is located, within the time limit referred to in the third paragraph of II of Article R. 236-26. All members referred to in Article L. 236-40 who are interested in the sale of their units or shares shall be…

Each company taking part in the cross-border merger shall provide the registrar responsible for the supervision referred to in Article L. 236-42 with a file containing the following documents and information: 1° The draft terms of cross-border merger, mentioning in particular the information relating to the procedures for determining employee participation; >The draft terms of cross-border merger, mentioning in particular the information relating to the procedures for determining employee participation…