Cross-border merger is a legal process and one of possible alternatives to consolidate companies with headquarters in different EU Member States. A cross border merger may be, apart from e.g. liquidation of a foreign holding company, an effective way for capital groups or holding structures operating in the EU to return to the home country, after the shares of a limited liability company or joint-stock company have been previously transferred from Poland abroad (eg. to Cyprus, Malta , Luxembourg, the Netherlands, etc.). A coherent regulation on cross-border mergers, with notable example of Directive of the European Parliament and of the Council (EU) 2017/1132 of 14 June 2017 on certain aspects of company law, as well as a process’ tax neutrality implicates that a cross-border merger is certainly a safer solution than a liquidation of a foreign company. A cross-border merger may also lead to the absorption of the Polish by a foreign company and, as a consequence, a transfer of the Polish company abroad.
Such mergers require a legal advisor specialised in the field of mergers of companies, experienced with various capital structures, able to coordinate activities with a foreign legal adviser, and who is at the same time determined to offer the highest level of commitment to every Client.
If you need an advisor who will:
- develop the concept as well as structure (legal and capital) of the cross-border merger,
- coordinate activities of a foreign legal advisor from a country where the company (or companies) being acquired is based,
- conduct, if necessary with a foreign legal advisor, a legal audit, aimed at identifying the benefits and threats associated with the planned cross-border merger, as well as the actions required for a complete takeover of the enterprise of the company being acquired,
- prepare drafts of documents needed for the implementation of the cross-border merger (including a cross-border merger plan, management reports justifying the merger and shareholders’ resolutions on the merger) and coordinate the activities of foreign legal advisors, business and economic advisors, sworn translators and experts examining the cross-border merger plan (in case such examination is required),
- prepare a schedule plan and conduct the cross-border merger process, e.g. obtain a pre-merger certificate in cooperation with a foreign legal advisor regarding a procedure subject to it’s national law and represent the Client in the proceedings at a a competent court/office,
- assist in solving difficult cases, e.g. in the scope of company financing, existing securities or civil law restrictions, real estate, including agricultural real estate, corporate employees' rights, etc.,
- prepare the contract or statute of the acquiring company, taking into account the necessary provisions for the entity resulting from the cross-border merger,
- ensure coordination in the process of companies’ integration after the registration of a cross-border merger,