|摘要: ||全球化的浪潮使跨國企業併購活動日益熱絡，多國籍企業常藉由併購活動重新配置資源、促進產業轉型或提高本身的生產力與競爭力。自1958年歐洲經濟共同體成立以來，歐洲聯盟即為了達成商品、人員、勞務和資金的自由流通而進行法律整合；另一方面，歐盟於2000年的里斯本策略與2010年公布的「EUROPE 2020策略」中，均將提升歐盟經濟的競爭力與永續發展列為重要目標。歐盟不斷致力調合會員國間的法規差異，以移除聯盟內的跨國併購障礙，深化區域經濟的統合。|
The trend of the globalization has promoted cross-border merger and acquisition (M&A) activities all over the world. The M&A activities are important tools for multinational corporations reallocating their resources, promoting industrial transformation, improving productivity and enhancing competitiveness. Since the establishment of the European Economic Community in 1958, the European Union has contributed to the legal integration in order to establish an internal market with goals of guaranteeing the free movements of goods, services, capital and people. Moreover, the objectives of the Lisbon strategy in 2000 and EUROPE 2020 Strategy in 2010 are making the EU as the most competitive and sustainable growth Economy in the world. Therefore, the EU has focused on harmonizing the legal differences among the Member States, removing obstacles of cross-border M&A and deepening the regional economic integration.
There are lots of differences of corporation legal systems among the EU Member States Besides, the Member States have their own regulations for the domestic merger. The obstacles caused by the differences of corporation law have caused the costs and risks of the international merger activities, especially for small and medium-sized companies in Europe. Recently, the EU has provided a series of regulations regarding to the domestic and cross-border merger of limited liability company, shareholders’ rights, the requirement of an independent expert’s report, reporting and documentation requirements for merger and division and so on. The EU also has published standards for the investor protection and the right of employees in case of mergers in order to enhance the market efficiency. In sum, reducing the costs of the multinational merger activities can improve the competitiveness of the European internal market.
Based on the framework of the European corporation law and the directives related to cross border merger, this thesis focuses on the previous obstacles and the legislative integration of cross border merger in the EU. This thesis also analyses the procedures of cross border merger regulated in the directives and the standards of shareholder, creditor and employee protection. Finally, the thesis works on a case between the Netherlands and Sweden, to describe the development of cross-border merger law in the EU, which could be taken as an example for Taiwan’s companies.