Introduction

The present chapter will concentrate on cross-border mergers, which are the subject matter of the Tenth Directive which has to be implemented in the Member States, and takeovers, which are governed by the Thirteenth Directive on Takeovers, the transposition date for which expired on 20 May 2006. Cross-border cooperation may be occasioned by economic factors, and take a number of different forms, for example through the medium of contracts, partnerships, European economic interest groupings, or through the grant of intellectual property rights. It may also take place through the medium of joint ventures, which may be subject to Article 81 EC and to the Merger Regulation. Such joint ventures may take the form of a contractual partnership or a European Economic Interest Grouping. These forms of cooperation between different enterprises are clearly distinct from mergers and takeovers. Mergers involve the assets and liabilities of an acquired company being transferred to the acquiring company. They may take place by means of acquisitions or through the medium of the formation of a new company. Takeovers involve the acquisition by a company (the bidder) of sufficient shares in another company (the target) to result in the purchaser obtaining control over the other company.

This is also the case with cooperation between companies. Mergers may be motivated by a number of economic considerations, they may also be motivated by a desire to reduce liability to transactions.