March 2021 Blog

Side stream merger − ex­plicit waiver decla­ration on right to re­ceive shares in ab­sorbing entity nec­es­sary?

In the event of a merger, the absorbing entity is generally obliged to grant shares to the shareholder of the transferring entity (so-called obligation to grant shares). If this is not desired by the shareholder of the transferring entity, it may waive its right to receive shares pursuant to Sect. 54 (1) sentence 3 German Transformation Act (UmwandlungsgesetzUmwG) in notarially certified form. Recently, the Cologne Higher Regional Court (OLG Cologne) has commented on the requirements for such waiver declaration.

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