Universal succession at mergers of savings banks with limited liability companies

Date 1 jun. 2012
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New Executive Order

The Danish FSA has launched a public consultation on a draft of a new executive order: Executive order on mergers of savings banks with limited liability companies licensed to operate a banking business.


This has authority in the Financial Business Act, according to which certain rules of the Danish Companies Act regarding mergers apply at a savings bank’s merger with a bank or a limited savings bank company.


The executive order prescribes which provisions of the Danish Companies Act are to apply at mergers of a savings bank with respectively a bank, a limited savings bank company converted according to the  so-called embedding model (indkapslingsmodellen) and a limited savings bank company converted according to the fund model.


Significant Changes

The most significant change will be that it will be possible for a savings bank to merge with a bank or a limited savings bank company where the savings bank will be the continuing institution and where the Danish Companies Act’s principles on universal succession at mergers will apply.


Remuneration

Remuneration to shareholders in the discontinuing limited liability company (the bank or the limited savings bank company) will take place through exchange of their shares for warranty certificates in the continuing savings bank.


Entry into Force

The executive order is expected to enter into force as of 1 September 2012.



If you have any questions or require additional information on above, please contact Claus Molbech Bendtsen, partner (cmb@mwblaw.dk) or Maria Thomsen, Junior Associate (mth@mwblaw.dk).


The above does not constitute legal counselling and Moalem Weitemeyer Bendtsen does not warrant the accuracy of the information. With the above text, Moalem Weitemeyer Bendtsen has not assumed responsibility of any kind as a consequence of a reader’s use of the above as a basis for decisions or considerations.