Die Beschlussfassung zum grenzüberschreitenden Wegzug im Binnenmarkt

A merger of two companies from different european member states is equally possible as a conversion from the legal form of a company in a member state to the legal form of another member state within the European Union. Such mobility of companies within the european union is ensured by the case law of the European Court of Justice. The requirements the freedom of establishment sets to rules on resolutions and the decision making process within a company in the context of cross boarder transformations and cross boarder structural measures and conversions is dealt with in this monograph. As these rules are both enabeling and limiting in nature, a particular test must apply under the freedom of establishment. This modified test has direct implications on the ongoing discussion on the applicable rules in a cross-boarder transformation in partnerships and the rules regarding deficiencies of resolutions including shareholder actions.