Directive 2011/35/EU of the European Parliament and of the Council (repealed)Show full title

Article 27

Where a merger by acquisition is carried out by a company which holds 90 % or more, but not all, of the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, Member States shall not require approval of the merger by the general meeting of the acquiring company if the following conditions are fulfilled:

(a)

the publication provided for in Article 6 must be effected, as regards the acquiring company, at least 1 month before the date fixed for the general meeting of the company or companies being acquired which is to decide on the draft terms of merger;

(b)

at least 1 month before the date specified in point (a), all shareholders of the acquiring company must be entitled to inspect the documents specified in points (a), (b) and, where applicable, (c), (d) and (e) of Article 11(1) at the company’s registered office;

(c)

point (c) of the first paragraph of Article 8 must apply.

For the purposes of point (b) of the first paragraph of this Article, Article 11(2), (3) and (4) shall apply.