To be or not to be; the EU cross-border mergers framework and harmonization of dissenting shareholder’s rights

To date, the Cross-border Merger Directive is known as a successful attempt in harmonizing crossborder merger rules within the overall under-harmonisation of EU company law. Transnational companies merge across the Union in accordance with the European cross-border mergers framework. However, concerns in many respects are not met. Issues like descending shareholder protection and creditors’ rights still raise valid questions. The legal aspects of dissenting shareholders’ rights and their protection against the majority decision are notharmonized at the Union level and leave the issue under the control of the national law of the Member States. Therefore, the Member States provide divergent levels of protection for dissenting shareholders of a cross-border merger transaction within their national framework. Such divergence extends from providing no special rights for minority shareholders in cross-border mergers to transposing the respective provision in the Cross-Border Mergers Directive in national laws and provide particular remedies for such group of shareholders in cross-border mergers taking place subjected to their national law. This paper endeavors to answer the question of ‘Whether or not further harmonization of protection mechanisms for dissenting shareholders within cross-border merger transactions in the EU necessary?’