general meeting and decisionmaking

General meeting and decision-making

We leave the internal process and focus on the shareholders. They have reviewed the merger proposal, the management report and the auditor’s report and will now have to make a decision independently whether or not to go ahead with the merger. The law ensures that the shareholders are given information (albeit sometimes too much) to ensure that they have all the necessary documents to make an informed decision on whether to go ahead with the move. This means that all information must be made available to shareholders one month in advance. In the case of a merger, the convening notice must therefore be issued one month before the special general meeting.

The general meeting is convened and its agenda is communicated. All the proposals and reports must be included in the agenda. Subject to more stringent statutory provisions, the merger is decided by the general meeting at which the shareholders present represent half the capital. The merger requires a majority of three-quarters of the votes cast. For each company involved in the merger, a notary has to record the merger decision in an authentic instrument under penalty of nullity.

A merger is only a fact when all general meetings of all companies

involved in the merger have agreed and approved the merger proposal. In other words, a merger is constitutive and works towards the future. It is with the last approval of the last general meeting that the shareholders of the acquired company become shareholders of the acquiring company. Immediately following the merger resolution, any amendments to the acquiring company’s statutes must also be adopted in accordance with the normal rules of presence and majority. Otherwise, the merger resolution will remain ineffective. In addition, it is the duty of the administrative body to ensure that the shareholders of the company being acquired, receive their shares in the acquiring company correctly.

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