Page 228 - Albanian law on entrepreuners and companies - text with with commentary

company for any damage caused to members or shareholders and creditors of the
companies participating in the merger, unless they prove they complied with their duties
when examining the assets of the company and concluding the merger agreement.
(2) Legal representatives and members of the Board of Directors or Supervisory
Board of the company being acquired as well as licensed independent experts involved
in the examination of the merger bear the same liability referred to in paragraph 1. In
both cases, claims must be brought within 3 years after the registration of the merger
regarding the company concerned.

Article 225
Merger by Acquisition in Special Cases 221
(1) If more 90%, or all of the basic capital of a joint-stock company being
acquired, is owned by the acquiring company, than the merger by acquisition may be
carried out without the approval of the General Meeting of the acquiring company, if:
a) the publication provided for in Article 216 (3) is effected, for the acquiring
company, at least one month before the date fixed for the General Meeting of the
company or companies being acquired which are to decide on the draft terms of merger;
and
b) at least one month before the date specified in letter a), all shareholders of the
acquiring company are entitled to inspect the documents specified in Article 216 and 217
at the registered office of the acquiring company. Provisions of paragraphs 3 or 4 of
Article 218 apply; and
c) shareholders or members of the acquiring company representing at last 5% of
the company’s basic capital or of total voting rights, do not request a meeting of the
general assembly of the acquiring company to be convened for the purpose of approving
the merger.
(2) If all of the shares of a joint-stock company being acquired, conferring the right
to vote at the General Meetings, belong to the acquiring company, than requirements set
out in Article 216, paragraph 1 letters b), c), ç), 216, paragraph 2, Article 217, Article
218, paragraph 3 and 4, Article 220, paragraph 3 letter b) of these law do not apply.
(3) If at least 90%, but not all, of the basic capital of a joint-stock company being
acquired, is owned by the acquiring company, than requirements set out in Articles 216,
paragraph 2, 217, and 218, paragraph 3 and 4, of these law do not apply, if minority
shareholders of the company being acquired are entitled to have their shares acquired
by the acquiring company at market value. In the event of disagreement regarding such
consideration, the minority shareholders of the company being acquired may address to
court to have determined the value of the consideration for the purchase of their shares.

Comments:

221 Amended by Law No. 129/2014, Article 38.
227