Article 28

Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54 (3) (g) of the Treaty concerning mergers of public limited liability companies · European Union

The Member States need not apply Articles 9 to 11 to a merger within the meaning of Article 27 if the following conditions at least are fulfilled: (a) the minority shareholders of the company being acquired must be entitled to have their shares acquired by the acquiring company; if they exercise that right, they must be entitled to receive consideration corresponding to the value of their shares; in the event of disagreement regarding such consideration, it must be possible for the value of the consideration to be determined by a court.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-28 · Text as adopted (Official Journal); later amendments are not incorporated in this text.