SURVIVING AND DISSOLVED COMPANIES IN SHORT-FORM MERGERS

05/01/2010

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In a ruling dated 12 January 2010, the Ministry of Economic Affairs advised that a short-form merger pursuant to Article 316-2 of the Company Act or Article 19 of the Corporate Mergers and Acquisitions Act is only applicable where the parent company is the surviving company, the subsidiary is the dis-solved company, and the parent company's dissenting shareholders have no appraisal rights. Ac-cordingly, if the parent company is the dissolved company and the subsidiary is the surviving company, the provisions of the Company Act or the Corporate Mergers and Acquisitions Act governing other forms of mergers should apply.