The main operations of reorganization through mergers of trading companies

• Author: Alexandra-Gabriela Rolea
• Position: Institute for Doctoral Studies, Law Department, Bucharest University of Economic Studies, Romania
• Pages: 175-185

THE MAIN OPERATIONS OF REORGANIZATION THROUGH MERGERS OF

TRADING COMPANIES

PhD. student Alexandra-Gabriela ROLEA

1

Abstract

Notwithstanding the optimistic forecasts issued by experts a couple of years a go, the economic predicaments of

the European Union’s member states, including Roman ia, are far from being settled. The extension of the economic and

financial dowturn, the continuing process of globalization and the financial markets’ volatility have imposed an

unpar alleled flexibility upon the economic a gents, in tha t the a mount o f merger s and a cquisitions has risen at a both

nationa l a nd international level. This background calls for a detailed but nonetheless appr oachable study of the

reorga nization of the tra ding companies though merger s, aimed mainly a t the business environment. In order to r each

the aforementioned objectives, the theoretica l endeavor seeks to explore the relevant legal provisions, including the

Europea n Dir ectives. The juridical and a ccounting oper ations of mergers, their lega l consequences and concrete

implications on the activity of the tr ading companies will a lso be a nalysed. Some particula r appr oaches embraced by

the legal practice a re to be p resented, as in Romania merger s are submitted to the control of the court. The study will

have a positive impact on the economic agents, who a re fostered to co nclude this type of restructur ing, by altering the

line of thought shaped a few year s ago, according to which mergers a re difficult, isolated a nd sometimes even

unaccepta ble operations.

Keywords: Trading compan ies, mergers, sta ges, national legisla tion, European Directives

JEL Classification: K22, K33

I. Foreword

In 2011 the European Commission has adopted „The Act on the Single Market”, a set of 12

measures aimed at stimulating the economic growth and consolidating the faith in the Single

European Market. Subsequently, in October 2012, the Commission has proposed a second set of

measures, „The Act on the Single Market II”, in order to ensure the accelerated development of the

Single Market and the exploitation of the unused potential.

The documents emphasize that Europe must act urgently in the context of the financial

crisis, in order to increase the degree of prosperity and to create new employment opportunities.

Due to the economic situation of the EU member states and other states, the reorganization

by means of mergers and acquisitions remains a valid strategy for companies that incur financial

predicaments, as well as for those that despite their economic potential cannot develop without the

support of stronger companies.

The merger of trading companies is one of the various types of economic concentration, the

latter describing a situation in which a small number of economic agents own a high market share.

Over the last few years, mergers have been seen as the perfect way to consolidate the

companies’ position on the market and to enhance their bargaining power as far as suppliers and

intermediaries are concerned. This leads to greater efficiency through the cutting of fixed and

variable costs. Another purpose of mergers is to speed up the decisional process.

Taking into account the important benefits that derive from mergers, the European Directive

no 2009/109/EC of the European Parliament and of the Council amended the procedure of

disclosure of the relevant documents that have to be drawn up in case of a merger and reduced the

amount of duties related to the informing and reporting to shareholders or company associates.

Romania transposed the Directive into its national law by means of the Emergency Government

Ordinance no 2 /2012, although not without a certain delay.

Subsequently, the recodification of the Third Directive no 78/855/EEC on mergers of joint-

stock companies (as it was amended through the Directive no 2007/63/EC and the Directive no

1 Alexandra-Gabriela Rolea - Institute for Doctoral Studies, Law Department, Bucharest University o f Economic Studies, Romania,

alexandra.rolea@yahoo.com