Article 122 — Common draft terms of cross-border mergers

The management or administrative organ of each of the merging companies shall draw up the common draft terms of a cross-border merger. The common draft terms of a cross-border merger shall include at least the following particulars: (a) the form, name and registered office of the merging companies and those proposed for the company resulting from the cross-border merger; (b) the ratio applicable to the exchange of securities or shares representing the company capital and the amount of any cash payment; (c) the terms for the allotment of securities or shares representing the capital of the company resulting from the cross-border merger; (d) the likely repercussions of the cross-border merger on employment; (e) the date from which the holding of such securities or shares representing the company capital will entitle the holders to share in profits and any special conditions affecting that entitlement; (f) the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the company resulting from the cross-border merger; (g) the rights conferred by the company resulting from the cross-border merger on members enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them; (h) any special advantages granted to the experts who examine the draft terms of the cross-border merger or to members of the administrative, management, supervisory or controlling organs of the merging companies; (i) the statutes of the company resulting from the cross-border merger; (j) where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined pursuant to Article 133; (k) information on the evaluation of the assets and liabilities which are transferred to the company resulting from the cross-border merger; (l) dates of the merging companies' accounts used to establish the conditions of the cross-border merger.

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Source: EUR-Lex CELLAR · retrieved 2026-08-27