Structuurwijzigingen bij kapitaalvennootschappen en de positie van schuldeisers: Een rechtsvergelijkend onderzoek naar juridische fusie, splitsing en omzetting

Companies can optimize their corporate structure by changing the structure itself. Since a change to the structure may adversely affect the position of creditors, statutory protection is appropriate. Too much protection can unnecessarily prevent a change to the structure being made. Too little protection can adversely affect creditors and the investment climate in general. This book is about the search for a balance between flexibility on the one hand and protection of creditors on the other hand, when implementing a legal merger, division or conversion with participation by a joint stock company. A legel merger (juridische fusie) is a legal act whereby a company acquires under universal title all the assets and liabilities of one or more other companies which cease to exist at the moment of the merger. The general rule is that the shareholders of the company or companies that cease(s) to exist become shareholders in the acquiring company. Division can take! the form of a split-up or a split-off. With a split-up, all the assets and liabilities of the company being divided are transferred under universal title to two or more existing or newly incorporated companies, and the company being divided ceases to exist. With a split-off, all or parts of the assets and liabilities are transferred to one or more existing or newly incorporated companies and the company being divided continues to exist. The general rule is that the shareholders of the company being divided become shareholders of the acquiring company or companies. Conversion is a less far-reaching change of structure compared to merger and division. An artificial person may be converted into another legal form. Conversion does not terminate the existence of the artificial person. Parts I to III examine the statutory regulations of the individual changes to structures in the Netherlands, Germany, France and Switzerland. As regards the protection of creditors, a distinction ! is made between the existing creditors at the moment the structure is changed (individual protection) and the potential new creditors (institutional protection). Part IV contains the main conclusions of this study and recommendations for amendments to the Dutch regulations.

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