engleski

Legal and economics aspects of European cross-border mergers

In spite of general but wrong perception that international, cross border mergers prevail and expand in recent decade ; legally they are all of domestic nature. The barriers to cross border mergers abolishment have been carefully and long time drafted. Transaction costs of mergers sometimes discourage the olaned project and are to be kept under control. The outcome Directive 2005/56. Member States must by the end of 2007 bring into force implementation provisions. The regulatory framework of mergers in national legislation is not very developed but and is relatively new. The practice of mergers is better developed but with outcomes in rising prices and decrees of number of companies. Due to that, the Directive is more policy orientated than evolution of national legislation. Regulatory competition induced EU to harmonize the legislation on cross border mergers and facilitate mergers within EU market avoiding 27 different legal regimes and obligatory liquidation before mergers. Directive is based on disclosure methods, listing wide items to be defined in terms of merger and its publication. Different kind of expert reports contibute to understanding of the merger but also increase costs. Combination of novelty, principles and old methodology, which is to be found in Directive 2005/56, will be revealed in the walk of its cross border mergers on European market to come. The paper is introduction to respective legislation and upcoming practice.

cross border mergers, barriers, liberalization, regulatory competition, common draft termns merger, disclosure, publication, expert report, transaction cost

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