Savetchuk V. Legal Regulation of Merger and Acquisition of Legal Entities Under the Law of Ukraine and the European Union.

This academic paper has considered the historical process of formation and development peculiar to regulation of merger and acquisition of legal entities in both Ukraine and the European Union. One may distinguish the following stages of development of the law on mergers in the EU. The first stage (from 1957 to 1978) includes a formation of the European Union and an entrenchment of the general principles of the corporate right development. The second stage (from 1978 to 2004) is connected with an adoption of the Third Council Directive Concerning Mergers of Public Limited Liability Companies and development of the domestic legislation of the Member-States that it is aimed at implementation of the Directive’s provisions and harmonization of the legal framework in this area. The third stage (from 2004- till nowadays) focuses on adoption of the directives on the takeover bids, on the cross-border merger of limited liability companies as well as on the codification of rules on the corporate law. The author criticizes the domestic scholars’ point of view as to the expediency to adopt a special law, which could generally regulate the institution of reorganization or, in fact, just the issues of merger and acquisition. He specifies the number of problematic aspects peculiar to the legal regulations of merger and acquisition of legal entities at the present stage, namely: there is a ramified system of legal regulations in acts of different legal force, which have an inter-branch nature; the legal definitions and a detailed procedure of merger and acquisition of legal entities are absent at the level of the Civil Code of Ukraine; the identical provisions are duplicated in different legal regulations; there is no correlation among the legal regulations.The author analyses the meaning of such concepts as ‘merger’ and ‘acquisition’ within the national legal system and the European Union law. The key characteristic features of the studied forms of legal entity’s reorganization are identified. He makes a conclusion that reorganization in the form of merger or acquisition has an important economic goal, which is to increase the competitiveness of reorganized entrepreneurial legal entities, the growth of profits, and the increase in the economic efficiency of their activity, the strengthening of their position at the market of goods, works and services, or the social aim (increase in the social impact on the public relations of the reorganized non-entrepreneurial legal entities).The relationships among such categories as ‘merger’, ‘acquisition’, and ‘takeover’ in the domestic and foreign legal doctrine and the legislation have been studied. Within the framework of the chapter, the author specifies that the legal regulating of merger (acquisition) processes in the European Union are undergone the influence of either the national legislation of the certain Member-States or the common European Acts such as directives and regulations.