Legislative part

A cross-border merger is the operation whereby one or more sociétés par actions or sociétés à responsabilité limitée having their registered office in France merge with one or more companies falling within the scope of paragraph 1 of Article 2119 of Directive EU 2017/1132 of the European Parliament and of the Council, of 14 June 2017 on certain aspects of company law and governed by the law of one or…

The provisions of this section do not apply: 1° To companies in liquidation insofar as the distribution of their assets among the members has been the subject of a start on execution; 2° Companies subject to the procedures referred to in Articles L. 613-49 to L. 613-58-1 of the Monetary and Financial Code; >Companies subject to the procedures referred to in Articles L. 613-49 to L. 613-58-1 of the Monetary…

By way of derogation from Article L. 236-1 and where the laws of at least one of the Member States of the European Union involved in the merger so permit, the merger agreement may provide, for the cross-border mergers referred to in Article L. 236-31, for the payment of a cash balance in excess of 10% of the nominal value or, failing that, of the accounting par value of the…

The draft terms of cross-border merger shall be published after the opinion has been issued by the staff representative bodies consulted pursuant to Articles L. 2312-8 and, where applicable, L. 2341-4 of the Labour Code.

A notice shall be drawn up by each of the companies involved in the cross-border merger informing the members, creditors and employee representatives or, failing that, the employees themselves that they may submit to it, up to five working days before the date of the general meeting, observations concerning the draft terms of cross-border merger. This notice shall be filed with the registry of the commercial court at the registered…