Introduction

The Cross-border Merger Directive has been implemented in Sweden by changes to the Swedish Companies Act of 2005 which came into force on 15 February 2008 (CA 2005). This Act amended the Companies Act by introducing a new section on cross-border mergers in the chapter 23 of the CA 2005 concerning merger of companies. It also to a large extent provides that the provisions applicable to domestic mergers also apply to cross-border mergers (see 23:36 CA 2005).

Scope of the new rules

The rules on cross-border mergers apply to both public limited companies and private limited companies governed by the CA 2005. Furthermore, they apply to any corresponding legal person which has its real seat within the European Economic Area (EEA). In the preliminary work preceding the implementation of the Tenth Company Law Directive the Swedish government discussed extensively which types of legal persons the rules on cross-border mergers apply to. The conclusion was that the Directive and thus the implemented rules must apply to the aforementioned companies (privata och publika aktiebolag), but also to Swedish mutual associations (ekonomiska föreningar). Furthermore, the Swedish rules obviously apply to the European Company (SE) as well as the European Cooperative Society (SCE).