Instrumenti zaštite vjerovnika društava kapitala koja sudjeluju u prekograničnim pripajanjima i spajanjima u poljskom te slovačkom pravu

Abstract

Cross-border mergers and acquisitions are increasingly becoming a matter of concern for legal sciences in the Member States. Enabling of the procedures of conducting mergers and acquisitions between companies from different states realises the concept of the single market within the European Union. The conducting of cross-border acquisitions or mergers carries with it a number of legal consequences, and influences the position of existing creditors of companies participating in this procedure. In view of this, the mechanisms that serve to protect the creditors’ interests of the company participating in the merger and acquisition are presented in this paper. The scope of the research involves Polish and Slovak legal orders. The choice of these legal orders was made considering that in the last thirty years these countries have undergone the transformation of the state system, created new opportunities for undertaking business activity within the free market economy, and finally acceded to the European Union on May 1st 2 04. The article focuses primarily on the two grounds of protection of creditors’ interests i.e. the institutional and the individual ground. In several chapters’ instruments such as the liability of the successor company for liabilities; separate management of the assets; the priority right to satisfy from assets of the debtor company and the right to demand a suitable security for the claims are presented.