CONTENT
course content
Dates and times
27/11/2024: 16:00-19:15
29/11/2024: 16:00-19:15
11/12/2024: 16:00-19:15
13/12/2024: 16:00-19:15
Course content
UNIT 1: Understanding Cross-Border Mergers
- Course introduction and methodology
- Introduction of trainer and trainees.
- Ice-breaker
- What is the cross-border merger of limited liability companies?
- Regulation (EC) No 2157/2001 - Council Regulation (EC) No 2157/2001 on the Statute for a European company (SE)
- Directive 68/151/EEC
- Directive 201/86/EC
- Directive 2005/56/E
- Directive 2007/56/EC
- The Cyprus Companies Law, CAP 113-articles 201Ι - 201ΚΔ
- Introduction to the 2024 Amendment
- Case studies – individual thinking time + group discussion of the case studies.
UNIT 2: Conditions and Preparation
- Overview of the amended legal framework for Cross-Border Merger
- What are the conditions of cross-border mergers?
- What are the restrictions on eligibility for a Cross-Border Merger?
- Draw up the common draft terms of the cross- border merger by the advisors of each of the Cypriot Companies as mandated by the amended law.
- Which elements should be included in the common drafted terms? How to protect Stakeholders in the Merger Process.
- Group activity - Practical exercise and group discussion
- Case studies and hypothetical scenarios - group discussion and individual thinking time.
UNIT 3: Procedural Requirements and Approvals
- The delivery of the common drafted terms to the Registrar of Companies before the General Meeting. What is the time frame?
- How to follow the Procedure and relevant expenses at the Registrar of Companies
- The completion of the ΗΕ66 form
- Consultants' report: what to include? Avoiding regular mistakes.
- Report of independent experts: what are the main elements to be included? And how to ensure compliance
- The General Meeting and the approval of the common drafted terms: what to include/review of relevant specimens and practical advice.
- Reviewing of sample reports
UNIT 4: Legal Review and Finalization
- Application to the Court for the pre-merger certificate
- What to include in the application? And how to draft it
- Review of the legality of the cross-border merger by the court – when, how, and what to avoid during the process.
- When shall the cross-border merger take effect? – practical exercise
- The entry of the decision at the Registrar of Companies
- Registration and publication per article 365Α
- What are the effects of the cross-border merger? - Practical exercises and group discussion
- Questions and answers + quiz.
suitable for
This course is aimed towards:
- Lawyers
- Advocates
- Legal Advisors
- Corporate administrators