The amendment provides measures targeted against speculative mergers of companies. Section 69 is supplemented to include paragraphs 11 – 15 that specify the given issue in detail.
Section 11 defines that, as of the day of merger, amalgamation or division of a company, the value of the liabilities of the successor company may not exceed the value of its assets, where the sum of its liabilities doesn’t include the amount of liabilities associated with a subordination obligation. Neither the successor company nor the company being wound-up may be in liquidation. Neither the successor company not the company being wound-up may be subject to bankruptcy, begun restructuring procedure or permit to restructuring and no proceeding may be held in respect of their winding-up and they may not be wound-up by any court or by any court decision.
Paragraph 12 specifies that members of bodies are obliged to avoid actions aimed towards merger, amalgamation or division of the company unless all criteria under paragraph 11 are fulfilled. If they fail to do so, they are liable to the creditors for any damage caused by breaching this obligation.
Based on paragraph 13, it is necessary to deliver to the respective tax administrator (tax or customs authority) a notification stating that a draft agreement on merger or amalgamation of the company has been prepared within 60 days before the general meeting. If business shares or shares of a company being wound-up are subject to lien, a notification stating this fact must also be delivered to the lien creditor within the same period of time.
Section 14 provides that an auditor must prepare a report about the facts found in connection with merger of companies.
Section 69 is supplemented with new paragraph 5 setting forth that an application for the registration of merger/division into the Business Register must be filed within 30 days.
