300 likes | 309 Views
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS-BORDER MERGER REGISTRATION (Richter am Amtsgericht Dr. Ulrich Kühn Amtsgericht München). PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION. I. Mergers in Germany.
E N D
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS-BORDER MERGER REGISTRATION(Richter am Amtsgericht Dr. Ulrich Kühn Amtsgericht München)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION I. Mergers in Germany
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 1. Statutory provisions (Umwandlungsgesetz)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION Statutory provisions(Umwandlungsgesetz) all kinds of reorganizations (mergers, splittings, changes of form)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION Statutory provisions(Umwandlungsgesetz) all kinds of reorganizations (mergers, splittings, changes of form) all kinds of companies or entities
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 2. Procedure of registration
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 2. Procedure of registrationI. increase of capital
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 2. Procedure of registrationI. increase of capital II. merger of the disappearing entity
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 2. Procedure of registrationI. increase of capital II. merger of the disappearing entity III. merger of the surviving entity
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 2. Procedure of registrationI. increase of capital II. merger of the disappearing entity III. merger of the surviving entity IV. registration of effectiveness (disappearing entity)
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Examination by the register
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Examination by the register a) proper application
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Examination by the register a) proper application b) merger not challenged
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Examination by the register a) proper application b) merger not challenged c) merger agreement complete and in line with legal provisions
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Examination by the register a) proper application b) merger not challenged c) merger agreement complete and in line with legal provisions d) proper increase of capital
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Examination by the register a) proper application b) merger not challenged c) merger agreement complete and in line with legal provisions d) proper increase of capital e) valid resolutions
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 4. Effect of the registrationArticle 20 Umwandlungsgesetz: curing of defects, no cancellation
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION II. Cross-border mergers
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 1. Numbers of Cross-Border Mergers
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION • Numbers of Cross-Border MergersMunich: 10 – 15 per year Berlin: 6 per 2 years Schleswig-Holstein: 3 per 2 years
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 2. Legal regulationsArticles 122 a to l Umwandlungsgesetz
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiences
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiencesa) reduced scope of examination
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiencesa) reduced scope of examinationb) merging plan
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiencesa) reduced scope of examinationb) merging planc) report
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiencesa) reduced scope of examinationb) merging planc) reportd) notice of registration
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiencesa) reduced scope of examinationb) merging planc) reportd) notice of registratione) translation
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION 3. Experiencesa) reduced scope of examinationb) merging planc) reportd) notice of registratione) translationf) transfer of files
PRACTICAL EXPERIENCES BY A GERMAN REGISTER IN CROSS BORDER MERGER REGISTRATION THANK YOU