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

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