The Mutual Influence Between Cross-Border Merger and Common Merger Regimes in Spanish Law

Abstract

The regulatory framework of intra-Community cross-border mergers is not a simple one. In Spanish law, it is mainly—but not only—contained in the Law 3/2009, on structural amendments of commercial companies, where it appears fragmented into two parts. This study guides the reader to connect and interpret the content of these two parts. We will see that there is a mutual influence between cross-border merger and common merger regimes in Spanish law. After a short reference to alternative methods to cross-border mergers—i.e. the arrangement—the chapter continues with an analysis of the concept—broad and strict—its hybrid nature, and the types of intra-Community cross-border merger. The three phases of cross-border mergers are studied in detail: the preparatory phase, the decision-making phase, and the execution phase. Some relevant issues appear throughout this study, well due to their singularity in Spanish law—i.e. the possibilities of modifying the common draft terms of merger—or well due to their lack of harmonization in EU law—i.e. the acts relating to registration in the business register or in a foreign equivalent institution-. The study also takes in consideration several common problems and solutions shared with the regime of the European public limited-liability company (SE).