Page 224 - Albanian law on entrepreuners and companies - text with with commentary

(5) In the event that the latest annual accounts referred to in paragraph 3 or 4
relate to a financial year which ended more than six months before the date of the draft
terms of merger, and unless based on Law No. 9879, dated 21.2.2008 on Securities etc.,
the company has prepared and made available to shareholders half-yearly financial
reports, than the company shall additionally draw up and publish pursuant to
paragraph 3 of this Article, accounting statement of the company as at a date which
must not be earlier than the first day of the third month preceding the date of the draft
terms of the merger.
(6) The legal representatives of each of the companies involved shall inform the
General Meeting of their company and the administrative or management bodies of the
other companies involved so that the latter may inform their respective General
Meetings of any material change in the assets and liabilities between the date of
preparation of the draft terms of merger and the date of the General Meetings which are
to decide on the draft terms of the merger.
(7) The report referred to in section 2, the accounting statement referred to in
paragraph 5 as well as the information referred to in section 6 of this Article shall not be
required if all the shareholders and the holders of other securities conferring the right to
vote of each of the companies involved in the merger have so agreed.

Comments:

Article 35 of the Law No. 129/2014 amended Article 216 to approximate its provisions
to the requirements of Directive 2009/109.

Article 217
Experts’ Report
(1) The legal representatives of the companies involved in the merger shall appoint
relevant licensed independent experts to examine the merger agreement. The experts
may be appointed for each company involved or jointly for all of them. They shall be
appointed by the competent court if requested by the legal representatives.
(2) The experts shall draw up a written report. The report must state whether in
their opinion the share exchange ratio is fair and reasonable. The statement must:
a) Indicate the method or methods used to arrive at the share exchange ratio
proposed;
b) State whether such method or methods are adequate in the case in question,
indicate the values arrived at using each method and give an opinion on the relative
importance attributed to such methods in arriving at the value decided on;
c) Describe any special valuation difficulties which have arisen;
ç) In the event of an increase in the subscribed capital made in order to give effect
to a merger or a division for paying the shareholders of the company which is being

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