What is a merger within the meaning of the directive?
According to Art. 2 II a merger is an operation whereby one or more companies, on being dissolved without going into liquidation, transfer all their assets and liabilities to another existing company (or to a company that they form), in exchange for the issue to their members of securities or shares representing the capital of that company (or of the newly formed company) and, if applicable, a cash payment. Alternatively, it is an operation whereby a company, on being dissolved without going into liquidation, transfers all its assets and liabilities to the company holding all the securities or shares representing its capital.
