Protection of Minority Shareholders in EU in Case of Mergers

The paper illustrates to what extent the rights of minority shareholders are protected in EU in merger circumstances. The examination of the Union legislation makes obvious that the rights of minority shareholders are not considered properly and the Directives adopted by the EU legislator introducing insufficient defensive rules for minority members leave the protection of minority shareholders under the discretion of Member States. Moreover, the Member States are allowed, but not obliged, to implement the minor defensive rules that are enshrined in the Third and Tenth Directives. As a result, the laws of Member States differ significantly in terms of protection of minorities during mergers. The paper also discusses that the extensive power given to the minority shareholders objecting the cross-border restructuring may create obstacles to the freedom of establishment. Finally, more approximation of national laws is suggested, especially in the sphere of exit right, sell-out right and the fair compensation right of minority shareholders.