Štátna kontrola v procesoch cezhraničného zlúčenia a splynutia podľa slovenského práva
State Control of Cross-Border Fusion and Merger Processes under Slovak Law

Summary/Abstract: This article deals with a specific legal issue associated with cross-border mergers: state control of cross-border merger processes. The process of cross-border merger demonstrates a distinguished and often a very complicated process of “company transformation” because it causes a “collision” of at least two legal systems. The mandatory state control of the particular stages of merger plays an important part within these processes, especially on the ground of protection of creditors, employees and minority shareholders of merging companies. The Slovak legislative authority confided the state control in the preparatory merger phase to notaries whereas the final stage of merger was put into the authority of register courts. This study focuses on efficiency and scope of the mandatory control performed by these state institutions and its possible impact on the merger process. It also deals with the question to what extent the Slovak legal authority took into account the minimum requirements of the European law. In connection with the cross-border merger control we consider as very problematic the fact that under Slovak law the cross-border merger is not a subject to a sufficient material control on the part of none of the above described institutions, especially respective the capital maintenance rules and the rules on prohibition to return the invested contributions. Moreover, in the case of an export merger Slovak law does not regulate any obligatory period for the deletion of the company being dissolved from the commercial register by the register court.

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