The Implementation of the Cross-Border Mergers Directive in Italy: An Overview with a Critical Assessment of Dissenting Shareholders’ Appraisal

Forthcoming, "Cross Border Mergers Directive: EU Perspectives and National Perspectives", edited by Thomas Papadopoulos

27 Pages Posted: 9 May 2019

See all articles by Sergio Gilotta

Sergio Gilotta

University of Bologna - Department of Legal Studies

Date Written: April 9, 2019

Abstract

This is a draft chapter for a forthcoming volume, “Cross Border Mergers Directive: EU Perspectives and National Perspectives”, edited by Thomas Papadopoulos (Springer). The chapter first describes how cross-border mergers are regulated in Italy, detailing the national rules implementing the 2005 Cross-Border Mergers Directive and highlighting the main legal issues they raise. It then turns to the analysis of the special appraisal right granted to company members who did not vote in favor of the merger. The chapter provides a critical assessment of this remedy, discussing how cross-border mergers may harm minority shareholders and whether the special protections established by Italian law are justified.

Keywords: Corporate law, Mergers, Cross-border Mergers, Appraisal rights

JEL Classification: K22, G34

Suggested Citation

Gilotta, Sergio, The Implementation of the Cross-Border Mergers Directive in Italy: An Overview with a Critical Assessment of Dissenting Shareholders’ Appraisal (April 9, 2019). Forthcoming, "Cross Border Mergers Directive: EU Perspectives and National Perspectives", edited by Thomas Papadopoulos, Available at SSRN: https://ssrn.com/abstract=3369067

Sergio Gilotta (Contact Author)

University of Bologna - Department of Legal Studies ( email )

Via Zamboni 27/29
Bologna, 40126
Italy

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