Changes In European Corporate Law - An Opportunity For Successful Post Merger Integration?

This report aims at analysing the implications of changes in European Corporate Law on cross-border mergers, with particular focus on strategic management's decision on intangible assets of the integration stage. It consists of two parts, (1) an analysis of the implications of changes in European Corporate Law, and (2) an assessment of their impact on post merger integration. Part 1 is about the European Court of Justice's jurisdiction and its implications on German Corporate Law: It explores how European Law is influencing and thereby changing national law. Having analysed the effect of its rulings on - until recently in continental Europe prevailing - seat theory, I carefully analyse the subsequent developments and trends, including reform of the German Limited Liability Company Act (MoMiG), competition of legal forms, opportunities offered by recently introduced supranational legal forms with particular focus on the Societas Europaea, and EU merger directive with its influence on the German Transformation Act. Part 2 not only critically evaluates prevailing merger integration theories, it also reflects on the opportunities the afore-mentioned changes in European Corporate Law offer to successful post merger integration. Hence, I analyse and further develop Jansen's 7c model and educe a strategic plan.

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Master's Thesis from the year 2009 in the subject Law - Miscellaneous, grade: 1,4, Heilbronn Business School, course: MBA, language: English, abstract: This report aims at analysing the implications of changes in European Corporate Law on cross-border mergers, with particular focus on strategic management's decision on intangible assets of the integration stage. It consists of two parts, (1) an analysis of the implications of changes in European Corporate Law, and (2) an assessment of their impact on post merger integration. Part 1 is about the European Court of Justice's jurisdiction and its implications on German Corporate Law: It explores how European Law is influencing and thereby changing national law. Having analysed the effect of its rulings on - until recently in continental Europe prevailing - seat theory, I carefully analyse the subsequent developments and trends, including reform of the German Limited Liability Company Act (MoMiG), competition of legal forms, opportunities offered by recently introduced supranational legal forms with particular focus on the Societas Europaea, and EU merger directive with its influence on the German Transformation Act. Part 2 not only critically evaluates prevailing merger integration theories, it also reflects on the opportunities the afore-mentioned changes in European Corporate Law offer to successful post merger integration. Hence, I analyse and further develop Jansen's 7c model and educe a strategic plan.