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Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities

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Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities

Outline of the Community (European Union) legislation about Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities

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These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.

Internal market > Financial services: transactions in securities

Fund mergers and master-feeder structures relating to undertakings for collective investment in transferable securities (UCITS)

Document or Iniciative

Commission Directive 2010/44/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions concerning fund mergers, master-feeder structures and notification procedure (Text with EEA relevance).

Summary

This Directive lays down provisions relating to the mergers of undertakings for collective investment in transferable securities (UCITS) and master-feeder structures within the framework of the Directive on the rules applying to UCITS. It forms part of the implementing measures of the latter instrument, which include Directive 2010/43/EU, Regulation (EU) No 583/2010 and Regulation (EU) No 584/2010.

UCITS mergers

In the case of a merger of a UCITS, the unit-holders * must be informed of the conditions of the merger and of its potential influence on the receiving UCITS. The unit-holders shall receive other information including in particular:

  • their rights before and after the proposed merger takes effect;
  • a comparison of charges, fees and expenses for both UCITS;
  • whether the management or investment company of the merging UCITS intends to undertake any rebalancing of the portfolio * before the merger takes effect;
  • details concerning any accrued income in the respective UCITS.

The merging and receiving UCITS shall provide unit-holders with information on the approval procedure for the proposed merger and the date at which the merger is to take effect.

Key investor information of the receiving UCITS shall be provided to the unit-holders of the merging and receiving UCITS.

Master-feeder structures

Agreements and internal conduct of business rules between feeder UCITS and master UCITS

The master UCITS shall provide the feeder UCITS with:

  • a copy of its fund rules or instruments of incorporation and key investor information;
  • information on the delegation of investment management and risk management functions to third parties;
  • internal operational documents.

In addition, the master UCITS shall provide certain information with regard to the basis of investment and divestment:

  • a statement of which share classes of the master UCITS are available for investment by the feeder UCITS;
  • the amount of charges and expenses to be borne by the feeder UCITS;
  • the terms on which any initial or subsequent transfer of assets in kind may be made from the feeder UCITS to the master UCITS.

Procedures in the case of liquidation of the master UCITS

Where the feeder UCITS intends to invest at least 85% of its assets in units of another master UCITS, it shall provide:

  • its application for approval of that investment;
  • its application for approval of the proposed amendments to its fund rules;
  • the amendments made to its key investor information.

Where a feeder UCITS intends to convert into a non-feeder UCITS, it shall provide:

  • its application for approval of the proposed amendments to its fund rules;
  • the proposed amendments to its key investor information.

Where a feeder UCITS wishes to be liquidated, it shall provide notification of this intention.

The competent authorities shall be responsible for informing the feeder UCITS if it intends to invest at least 85% of its assets in units of another master UCITS or if it intends to convert into a non-feeder UCITS. This should take place 15 days after receipt of the documents. Once the feeder UCITS has obtained approval from the competent authorities, it shall inform the master UCITS.

Procedures in the case of merger or division of the master UCITS

The feeder UCITS shall provide the competent authorities with its application for approval in the following cases:

  • where it intends to continue to be a feeder UCITS of the same master UCITS;
  • where it intends to become a feeder UCITS of another master UCITS;
  • where it intends to convert into a non-feeder UCITS;
  • where it intends to be liquidated.

As with the liquidation procedure, the competent authorities shall inform the feeder UCITS 15 days after the documents have been received. Once the feeder UCITS has obtained approval from the competent authorities, it shall inform the master UCITS.

The law of the Member State applying in the case of liquidation, merger or division shall also apply to information sharing between the two depositaries.

Key terms of the Act
  • Unit-holder: any natural or legal person holding one or several shares in a UCITS.
  • Rebalancing of the portfolio: a significant modification of the composition of the portfolio of a UCITS.

Reference

Act Entry into force Deadline for transposition in the Member States Official Journal

Directive 2010/44/EU

30.7.2010

30.6.2011

OJ L 176 of 10.7.2010

UCITS: organisational requirements and rules of conduct

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UCITS: organisational requirements and rules of conduct

Outline of the Community (European Union) legislation about UCITS: organisational requirements and rules of conduct

Topics

These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.

Internal market > Financial services: transactions in securities

UCITS: organisational requirements and rules of conduct

Document or Iniciative

Commission Directive 2010/43/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company (Text with EEA relevance).

Summary

This Directive is an implementing measure of the Directive on the rules applying to UCITS. It specifies the organisational requirements with which management companies managing UCITS must comply, as well as rules of conduct and rules on handling conflicts of interest. Furthermore, the Directive establishes requirements concerning the risk management process for UCITS.

Entities concerned by the Directive

This Directive applies to:

  • management companies which manage UCITS;
  • depositaries;
  • investment companies that have not designated a management company.

Administrative procedures and control mechanism

Management companies have a duty to:

  • implement decision-making procedures, and an organisational structure;
  • ensure that information is transmitted to the relevant persons * in the proper way;
  • implement appropriate internal control mechanisms;
  • maintain records of their business and internal organisation.

Management companies must safeguard the security, integrity and confidentiality of information.

They must put in place operational accounting procedures in such a way that all assets and liabilities of the UCITS can be directly identified at all times. The accounting procedures must be in accordance with the accounting rules of the UCITS’ home Member States.

As regards internal control mechanisms, the senior management of management companies are responsible for general investment policy. They oversee the approval of investment strategies for each UCITS.

Management companies must ensure permanent compliance. This consists of evaluating the adequacy and effectiveness of the measures taken to address any failures of the management company in complying with its obligations. Compliance also consists of advising and assisting the persons responsible for carrying out the services and activities of the management company. This work is to be carried out by a person designated for this purpose.

Management companies shall be responsible for maintaining a risk management function at all times, independently of operational units, in particular responsible for:

  • implementing the risk management policy and procedures;
  • ensuring compliance with the UCITS risk limit system;
  • providing advice to the board of directors as regards the identification of the risk profile of each managed UCITS;
  • reviewing and supporting the arrangements and procedures for the valuation of over-the-counter (OTC) derivatives.

Management companies shall put in place a procedure to prevent certain relevant persons * from:

  • performing a personal financial transaction or advising another person to perform such a transaction;
  • divulging information that might influence the behaviour of other persons as regards the choice of their transactions.

Portfolio transactions must be recorded in order facilitate future reconstructions of the details of the order, as must be subscription and redemption orders. These records are then to be retained for at least five years.

Conflict of interests

The following situations may lead to conflicts of interest, where:

  • the management company is likely to make a financial gain, or avoid a financial loss, at the expense of the UCITS;
  • the management company has an interest in the outcome of a service provided to the UCITS or another client which does not share the interests of the UCITS;
  • the management company has an incentive to favour the interest of another client;
  • the management company carries out the same activities for the UCITS as for another client;
  • the management company receives money, goods or services illegally.

Management companies are therefore obliged to define in writing an effective policy as regards conflict of interest, which preserves the independence of the relevant persons.

Rules of conduct

Management companies must treat UCITS unit-holders * fairly. Where they have carried out a subscription or redemption order for a unit-holder, they must send the unit-holder notice containing in particular the following information:

  • the management company identification;
  • the name of the unit-holder;
  • the date and time of receipt of the order and method of payment;
  • the date of execution;
  • the UCITS identification;
  • the number of units involved.

Management companies are not permitted to carry out a UCITS order in aggregate with an order of another UCITS or another client or with an order on their own account.

Risk management

Management companies must implement an operational risk management policy. They are to calculate the global exposure of the UCITS once a day.

Key terms of the Act
  • Relevant person: in relation to a management company shall mean a director, partner or equivalent, or manager of the management company, an employee of the management company, as well as any other natural person whose services are placed at the disposal and under the control of the management company and who is involved in the provision by the management company of collective portfolio management, or a natural person who is directly involved in the provision of services to the management company under a delegation arrangements to third parties for the purpose of the provision by the management company of collective portfolio management.
  • Unit-holder: any natural or legal person holding one or more units in a UCITS.

Reference

Act Entry into force Deadline for transposition in the Member States Official Journal

Directive 2010/43/EU

30.7.2010

30.6.2011

OJ L 176 of 10.7.2010

Undertakings for collective investment in transferable securities : applicable rules

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Undertakings for collective investment in transferable securities : applicable rules

Outline of the Community (European Union) legislation about Undertakings for collective investment in transferable securities : applicable rules

Topics

These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.

Internal market > Financial services: transactions in securities

Undertakings for collective investment in transferable securities (UCITS): applicable rules

Document or Iniciative

Directive 2009/65/EC of the European Parliament and of the Council of 13 July 2009 on the coordination of laws, regulations and administrative provisions relating to undertakings for collective investment in transferable securities (UCITS) (Text with EEA relevance) [See amending acts].

Summary

This Directive lays down rules applying to undertakings for collective investment in transferable securities (UCITS).

What sort of undertaking does the Directive apply to?

UCITS include undertakings:

  • with the sole object of collective investment in transferable securities or in other liquid financial assets, capital raised from the public and which operate on the principle of risk-spreading;
  • the units of which are repurchased or redeemed out of these undertakings’ assets.

These undertakings may be constituted under the following laws:

  • contractual law (as common funds managed by management companies *);
  • trust law (as unit trusts);
  • statute (as investment companies).

However, this Directive does not apply to:

  • collective investment undertakings of the closed-ended type;
  • collective investment undertakings which raise capital without promoting the sale of their units to the public in the European Union;
  • collective investment undertakings the units of which may be sold only to the public in third countries;
  • categories of collective investment undertakings prescribed by regulations.

What are the conditions for the authorisation of a UCITS?

A UCITS must be authorised by the competent authorities of its home Member State in order to be able to pursue activities. The competent authorities may not authorise a UCITS under the following circumstances:

  • if the investment company does not comply with the preconditions;
  • if the management company is not authorised for the management of UCITS in its home Member State.

The European Securities and Markets Authority (ESMA) can elaborate technical regulatory standards in order to specify the information to be provided to the competent authorities as part of a request for approval. ESMA publishes the list of approved management companies on its website.

The Commission has a delegation of power concerning the elaboration of draft technical standards.

Obligations regarding management companies

The activity of management of UCITS comprises portfolio management, marketing and administration including inter alia legal and fund management accounting services, valuation and pricing or issues and redemptions.

The competent authorities are to grant the authorisation of a management company under the following conditions:

  • it has a capital of EUR 125 000;
  • it complies with the organisational requirements laid down by this Directive;
  • the organisational structure of the management company is set out.

Relations with third countries are covered by the Markets in Financial Instruments Directive (MiFID). If difficulties are encountered in the marketing of units in a third country, Member States inform ESMA and the Commission.

Management companies may delegate to third parties one or more of their own functions.

Management company passport

A management company established in a Member State is authorised to pursue its activities in another Member State by establishing a branch or under the freedom to provide services.

In cases where a management company established in a third country refuses to provide information or infringes the provisions of the host Member State, the competent authorities of the host Member State have the option of taking certain measures, such as preventing the management company from carrying out any new operations on the territory.

Obligations regarding investment companies

Investment companies are undertakings:

  • with the sole object of collective investment in transferable securities or in other liquid financial assets, capital raised from the public and which operate on the principle of risk-spreading;
  • the units of which are repurchased or redeemed out of these undertakings’ assets.

Member States shall grant authorisation to establish an investment company that has not designated a management company if the investment company has an initial capital of at least EUR 300 000.

Investment firms which have not designated a management company must, however, enclose a programme of operations with the application for authorisation.

Investment companies shall manage only assets of their own portfolio and shall not manage assets on behalf of a third party.

Each investment company’s home Member State shall draw up prudential rules for investment companies that have not designated a management company.

Obligations regarding depositaries

The assets of a UCITS shall be entrusted to a depositary for safe-keeping. They must:

  • ensure that the sale, issue, repurchase, redemption and cancellation of units effected on behalf of a common fund or by a management company are carried out in accordance with the applicable national law and the fund rules;
  • ensure that the value of units is calculated in accordance with the applicable national law and the fund rules (common funds);
  • carry out the instructions of the management company, unless they conflict with the applicable national law or the fund rules (common funds);
  • ensure that in transactions involving a common fund’s assets any consideration is remitted to it within the usual time limits;
  • ensure that a common fund’s income is applied in accordance with the applicable national law and the fund rules.

The depositary must be established in the same Member State as the UCITS.

However, certain investment firms may decide not to have a depositary. In this case, the Member States shall inform ESMA and the Commission of the identity of those companies which benefit from this derogation.

Mergers of UCITS

Member States may allow UCITS to perform cross-border * and domestic * mergers. The techniques used must be provided for under the laws of the Member State.

When a merger takes place, the merging UCITS must communicate information concerning the proposed merger, the common draft terms of merger, and a statement by each of the depositaries of the UCITS concerned.

Member States shall require that the common draft terms of merger include the following particulars:

  • the background to and the rationale for the proposed merger;
  • the expected impact of the proposed merger;
  • the calculation method of the exchange ratio;
  • the planned date.

Obligations concerning the investment policies of UCITS

The investments of a UCITS shall mainly comprise:

  • transferable securities and money market instruments admitted to or dealt on a regulated market;
  • transferable securities and money market instruments admitted to or dealt on another market in a Member State;
  • recently issued transferable securities;
  • units of authorised UCITS or other collective investment undertakings;
  • deposits with credit institutions;
  • financial derivative instruments.

UCITS may not acquire precious metals.

The Directive also establishes requirements to be met by the initiator in order for a UCITS to be permitted to invest in securities and other financial instruments of this type, as well as the qualitative requirements to be met by the UCITS that invest in these securities or other financial instruments.

The UCITS Directive gives investment limits for each category of asset. ESMA can elaborate technical regulatory standards which aim, in particular, at clarifying the provisions relating to the categories of assets.

ESMA must have access to all the information in a consolidated format in order to ensure the surveillance of systematic risks at EU level.

Master-feeder structures

A feeder UCITS is a UCITS which is authorised to invest at least 85 % of its assets in units of another UCITS or an investment compartment thereof.

A feeder UCITS may hold up to 15 % of its assets in the following:

  • ancillary liquid assets;
  • financial derivative instruments;
  • movable or immovable property.

The competent authorities of the home Member State of a feeder UCITS must give their approval if it invests in a master UCITS.

Obligations concerning information to be provided to investors

Investment firms and management companies must publish a prospectus, a half-yearly report and an annual report for each of the common funds which they manage. Furthermore, Member States shall require that an investment company and, for each of the common funds it manages, a management company, draw up a short document containing key information for investors (“key investor information”).

UCITS which market their units in Member States other than those in which they are established

UCITS may market their units in another Member State subject to a notification procedure.

Member States shall appoint the competent authorities in order to carry out the functions provided for by this Directive. The competent authorities are required to cooperate with ESMA.

Key terms of the Act

  • Management company: a company, the regular business of which is the management of UCITS in the form of common funds or of investment companies (collective portfolio management of UCITS);
  • Cross-border merger: the merger of UCITS at least two of which are established in different Member States, or established in the same Member State into a newly constituted UCITS established in another Member State;
  • Domestic merger: a merger between UCITS established in the same Member State where at least one of the involved UCITS has been notified.

Reference

Act Entry into force Deadline for transposition in the Member States Official Journal

Directive 2009/65/EC

7.12.2009

30.6.2011

OJ L 302 of 17.11.2009
Amending act(s) Entry into force Deadline for transposition in the Member States Official Journal

Directive 2010/78/EU

4.1.2011

31.12.2011

OJ L 331 of 15.12.2010

Directive 2011/61/EU

21.7.2011

22.7.2013

OJ L 174 of 1.7.2011

Successive amendments and corrections to Directive 2009/65/EC have been incorporated in the basic text. This consolidated version is for reference purpose only.

Related Acts

Regulations

Commission Regulation (EU) No 583/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards key investor information and conditions to be met when providing key investor information or the prospectus in a durable medium other than paper or by means of a website [Official Journal L 176 of 10.7.2010].

This Regulation is aimed at harmonising key investor information.
It specifies the information to be provided concerning the investment policy objectives of UCITS and lays down detailed rules on the presentation of the risk and reward profile of the investment by requiring use of a synthetic indicator.
It also specifies the format for the presentation and explanation of charges incurred by investors.
It also applies to particular UCITS structures consisting of two or more investment compartments.

Commission Regulation (EU) No 584/2010 of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards the form and content of the standard notification letter and UCITS attestation, the use of electronic communication between competent authorities for the purpose of notification, and procedures for on-the-spot verifications and investigations and the exchange of information between competent authorities [Official Journal L 176 of 10.7.2010].

This Regulation aims at harmonising the procedure for notification of marketing of units of UCITS in another Member State.
It specifies on the one hand the form and content of the standard notification letter to be used by UCITS. It defines on the other hand the form and content of the attestation to be used by the competent authorities of Member States to confirm that the UCITS fulfils the conditions laid down by Directive 2009/65/EC. The Regulation also sets out a detailed procedure for the electronic transmission of the notification file between competent authorities.
It also lays down procedures for the supervision of fund managers’ frontier activities.

Directives

Commission Directive 2010/43/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards organisational requirements, conflicts of interest, conduct of business, risk management and content of the agreement between a depositary and a management company [Official Journal L 176 of 10.7.2010].

Commission Directive 2010/44/EU of 1 July 2010 implementing Directive 2009/65/EC of the European Parliament and of the Council as regards certain provisions concerning fund mergers, master-feeder structures and notification procedure [Official Journal L 176 of 10.7.2010].

Common system of taxation: mergers, divisions, transfers of assets, exchanges of shares and transfer of the registered office of an SE or SCE

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Common system of taxation: mergers, divisions, transfers of assets, exchanges of shares and transfer of the registered office of an SE or SCE

Outline of the Community (European Union) legislation about Common system of taxation: mergers, divisions, transfers of assets, exchanges of shares and transfer of the registered office of an SE or SCE

Topics

These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.

Internal market > Businesses in the internal market > Company law

Common system of taxation: mergers, divisions, transfers of assets, exchanges of shares and transfer of the registered office of an SE or SCE

Document or Iniciative

Council Directive 2009/133/EC of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States.

Summary

This Directive applies to:

  • mergers, divisions, transfers of assets and exchanges of shares in which companies from two or more Member States are involved;
  • the transfer of the registered office between Member States of a Societas Europaea (European Company) (SE) or a European Cooperative Society (SCE).

Rules applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares

A merger, division or partial division does not give rise to any taxation of capital gains -calculated by reference to the difference between the real values of the assets and liabilities transferred and their values for tax purposes – at the time of the operation in question but only when such gains are actually realized.

Member States are required to take the necessary measures to ensure that provisions or reserves partly or wholly exempt from tax may be carried over by the permanent establishments of the receiving company which are situated in the Member State of the transferring company.

The allotment of securities representing the capital of the receiving or acquiring company to a shareholder of the transferring or acquired company must not give rise to any taxation of the income, profits or capital gains of that shareholder.

Special case of the transfer of a stable establishment

Where the assets transferred in a merger, a division or a transfer of assets include a permanent establishment of the transferring company which is situated in a Member State other than that of the transferring company, the Member State of the transferring company must renounce any right to tax that permanent establishment.

Special case of transparent entities

Where a Member State considers a non-resident transferring or acquired company to be fiscally transparent, it is not required to apply the provisions of this Directive when taxing a direct or indirect shareholder of that company in respect of the income, profits or capital gains of that company.

Rules applicable to the transfer of the registered office of an SE or SCE

Where an SE or an SCE transfers its registered office from one Member State to another or becomes resident in another Member State, that transfer shall not give rise to any taxation of the income, profits or capital gains of the shareholders. However, Member States may tax the gain arising out of the subsequent transfer of the securities representing the capital of the SE or of the SCE that transfers its registered office.

In the same case, Member States shall take the necessary measures to ensure that, where provisions or reserves properly constituted by the SE or the SCE before the transfer of the registered office are partly or wholly exempt from tax and are not derived from permanent establishments abroad, such provisions or reserves may be carried over, with the same tax exemption, by a permanent establishment of the SE or the SCE which is situated within the territory of the Member State from which the registered office was transferred.

This Directive repeals Directive 90/434/EC.

References

Act Entry into force Deadline for transposition in the Member States Official Journal

Directive 2009/133/EC

15.12.2099

–

OJ L 310, 25.11.2009

Mergers of public limited liability companies

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Mergers of public limited liability companies

Outline of the Community (European Union) legislation about Mergers of public limited liability companies

Topics

These categories group together and put in context the legislative and non-legislative initiatives which deal with the same topic.

Internal market > Businesses in the internal market > Company law

Mergers of public limited liability companies

Document or Iniciative

Directive 2011/35/EU of the European Parliament and of the Council of 5 April 2011 concerning mergers of public limited liability companies (Text with EEA relevance).

Summary

This Directive aims at coordinating the legislation of Member States on mergers of public limited liability companies to protect the interests of members and third parties.

Member States need not apply this Directive:

  • to cooperatives;
  • to companies which are being acquired or will cease to exist and are the subject of bankruptcy proceedings, proceedings relating to the winding-up of insolvent companies, judicial arrangements, compositions and analogous proceedings.

Mergers by acquisition and merger by the formation of a new company

Mergers by acquisition * or mergers by the formation of a new company *may be effected where one or more of the companies which are ceasing to exist is in liquidation, provided that the companies have not yet begun to distribute their assets to their shareholders.

Where the administrative or management bodies of companies decide to carry out a merger, they must draw up draft terms of merger in writing which include, in particular:

  • the type, name and registered office of the companies;
  • the share exchange ratio;
  • terms relating to the allotment of shares;
  • the rights conferred by the acquiring company.

The administrative or management bodies of the companies must make the draft terms of merger public at least one month before the date fixed for the general meeting, pursuant to the conditions laid down in the Directive on protecting the interests of members and third parties. They shall be exempt from this requirement if the draft terms are made available on the company website for that period. In order to be valid, the merger must be approved by the general meeting of each of the merging companies.

All mergers require the approval of the general meeting of each of the merging companies. However, Member States need not make the merger subject to approval by the general meeting if:

  • publication of the merger takes place at least one month before the date fixed for the general meeting;
  • all shareholders of the acquiring company are entitled to inspect certain documents (draft terms of merger, annual accounts, for example) at least one month before the date fixed for the general meeting;
  • one or more shareholders of the acquiring company holding a minimum percentage of the subscribed capital (no more than 5 %) is/are entitled to require that a general meeting be called to decide whether to approve the merger.

One month before the date fixed for the general meeting, shareholders may inspect documents (unless they have already been published on the website) such as:

  • the draft terms of merger;
  • the annual accounts;
  • the reports of the administrative bodies.

The merging companies shall protect employees’ rights pursuant to the provisions of the Directive on safeguarding employees’ rights in the event of transfers of undertakings. They must also provide creditors with safeguards as regards their financial situation.

After a merger, the following situations may occur:

  • all assets and liabilities have been transferred;
  • the shareholders of the company being acquired become shareholders of the acquiring company;
  • the company being acquired ceases to exist.

The laws of the Member States may lay down nullity rules for mergers, in particular if:

  • nullity is to be ordered in a court judgment;
  • a defect liable to render a merger void can be remedied;
  • the judgment declaring a merger void does not affect the validity of obligations.

Acquisition of one company by another which holds 90 % or more of its shares

One or more companies may be wound up without going into liquidation and transfer all of their assets and liabilities to another company which is the holder of all their shares, in accordance with the provisions described earlier. Nevertheless, Member States may choose not to impose certain requirements.

This Directive repeals Directive 78/855/EEC.

Key terms of the Act
  • Merger by acquisition: the operation whereby one or more companies are wound up without going into liquidation and transfer to another all their assets and liabilities in exchange for the issue to the shareholders of the company or companies being acquired of shares in the acquiring company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.
  • Merger by formation of a new company: the operation whereby several companies are wound up without going into liquidation and transfer all their assets and liabilities to a company that they form, in exchange for the issue to their shareholders of shares in the new company and a cash payment, if any, not exceeding 10 % of the nominal value of the shares so issued or, where they have no nominal value, of their accounting par value.

Reference

Act Entry into force Deadline for transposition in the Member States Official Journal

Directive 2011/35/EU

1.7.2011

–

OJ L 110, 29.4.2011