(12)

Article 126 is amended as follows: paragraph 1 is replaced by the following: ‘1. After taking note of the reports referred to in Articles 124 and 125, where applicable, employees’ opinions submitted in accordance with Article 124 and comments submitted in accordance with Article 123, the general meeting of each of the merging companies shall decide, by means of a resolution, whether to approve the common draft terms of the cross-border merger and whether to adapt the instrument of constitution, and the statutes if they are contained in a separate instrument.’; the following paragraph is added: ‘4. Member States shall ensure that the approval of the cross-border merger by the general meeting cannot be challenged solely on the following grounds: (a) the share exchange ratio referred to in point (b) of Article 122 has been inadequately set; (b) the cash compensation referred to in point (m) of Article 122 has been inadequately set; or (c) the information given with regard to the share exchange ratio referred to in point (a) or the cash compensation referred to in point (b) did not comply with the legal requirements.’;

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Source: EUR-Lex (Cellar) · retrieved 2026-10-18 · Text as adopted (Official Journal); later amendments are not incorporated in this text.