The draft law responds to the need to ensure the transposition of Directive (EU) 2019/2121 of the European Parliament and of the Council of 27 November 2019 amending Directive (EU) 2017/1132 as regards cross-border conversions, mergers or acquisitions and divisions (hereinafter referred to as "directive") into the Slovak legal order.
Also, the goal of this proposal is to produce a uniform, comprehensive and clear legal regulation, which fully replaces the current legal regulation.
Act No. 513/1991 Coll. The Commercial Code, after several amendments and ongoing amendments to the directives, is chaotically organized and fragmented. The draft law and the transposition of the directive give room for the Commercial Code to undergo a proper revision.
The main objective is to provide adequate and, above all, stronger protection to owners of business interests or shares, company creditors and employees.
The translated Bill introduces new terminology. Transformations and cross-border transformations will represent new changes in the company, especially regarding the company's capital, the creation of new companies and the dissolution of previous ones, and the subject of the obligation will change to the creditor. We also have the introduction of new institutes:
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