Κατεύθυνση Εταιρείες και Χρηματοδότηση
Library of the School of Law

2025-01-09

2025

Kotzairaki Evanthia

Βερβεσός Νικόλαος, Αν. Καθηγητής, ΕΚΠΑ
Βενιέρης Ιάκωβος, Αν. Καθηγητής, ΕΚΠΑ
Μαστρομανώλης Εμμανουήλ, Αν. Καθηγητής, ΕΚΠΑ

Η προστασία μετόχων και πιστωτών στους διασυνοριακούς εταιρικούς μετασχηματισμούς μετά τον ν. 5055/2023

Greek

Protection of shareholders and creditors in cross-border corporate transformations after L. 5055/2023

The focus of this master thesis is the investigation of the ways of protection of shareholders and creditors in the light of L. 4601/2019, as amended by L. 5055/2023. The implementation of the new regulations, which introduce a harmonized legal framework for cross-border corporate transformations, constitutes a necessary and imperative process in the evolution of company law, with the aim of safeguarding the interests of the parties involved.
On the first "anniversary" of the entry into force of L. 5055/2023, this paper attempts to highlight the protection systems available to shareholders and creditors, focusing on the importance of indirect protection through transparency and information, but also of effective protection through adequate compensation and safeguards. The conditions and procedures necessary to ensure these rights are analyzed and presented in order to help those affected by a cross-border transaction to understand the options available to them. It also seeks to identify the means of protection against defective cross-border corporate transformations given the impossibility of challenging their validity. The paper concludes with a critical review of the regulatory framework. La Porta's dictum according to which "good legal rules are those that a country can enforce, since the strategy for reform does not require the creation of an ideal set of rules and then the search for the way to implement them, but instead rather the establishment of legal rules that can be enforced within the already existing legal structure" provided the impetus for this thesis and the search for effective enforcement of shareholder and creditor protection instruments

Law and Legislation

Commercial Law
Company law

Mobility Directive, Cross-border corporate transformations, shareholder protection, creditor protection, information model, exit right, fair and reasonable exchange ratio, adequate consideration, right to adequate safeguards, judicial protection, defective cross-border transformations

Yes

3

No

48

125

https://pergamos.lib.uoa.gr/uoa/dl/object/3448505/file.pdf

https://pergamos.lib.uoa.gr/uoa/dl/object/3448505