This bill has been submitted to parliament to reduce the administrative burden on companies. The bill, which implements a recent EU directive, removes a number of reporting requirements that apply to certain mergers and divisions. In addition, the bill provides the option of waiving certain reporting requirements if all shareholders agree. Those requirements include:

  • the managing board’s obligation to set out in the written explanation the reasons for the merger from a legal, economic and social viewpoint;
  • the obligation to inform the general meeting and the other legal entities to be merged about changed circumstances emerging after the merger proposal.

Under the bill, in parent-subsidiary mergers, or in divisions in which the acquiring companies hold all shares in the company which is being divided, the decision to enter into the merger or division can be taken by the managing board.