GLOSSARY ENTRY (DERIVED FROM QUESTION BELOW) | ||||||
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10:12 Jul 24, 2004 |
German to English translations [PRO] Bus/Financial - Economics / Merger/Verschmelzung | |||||||
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| Selected response from: TonyTK | ||||||
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Summary of answers provided | ||||
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4 | "merger by absorption" |
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4 | purchase merger OR fusion |
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4 | merger by acquisition |
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"merger by absorption" Explanation: Your own (second) suggestion sounds right to me, Daniela: Luxembourg law distinguishes between two types of mergers, although the rules regulating them are nearly identical: "merger by absorption", whereby one or more companies transfers their assets and liabilities to an existing company; or http://www.legalmediagroup.com/IFLR1000/default.asp?page=38&... "As already announced, the transaction shall be a 'merger by absorption', in accordance with Article 16 of Law 2515/1997 ..." http://moneyworld.uk-wire.co.uk/cgi-bin/articles/20020726085... -------------------------------------------------- Note added at 1 hr 20 mins (2004-07-24 11:33:05 GMT) -------------------------------------------------- I\'ve also seen \"merger by incorporation\" - maybe best wait around for further comments (if you have time). |
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purchase merger OR fusion Explanation: ...as opposed to "consolidation merger" in which a new company is formed (= Verschmelzung durch Neugründung). See: http://bundesrecht.juris.de/bundesrecht/umwg_1995/BJNR321010... "Distinction between Mergers and Acquisitions Although they are often uttered in the same breath and used as though they were synonymous, the terms "merger" and "acquisition" mean slightly different things. When a company takes over another one and clearly becomes the new owner, the purchase is called an acquisition. From a legal point of view, the target company ceases to exist and the buyer "swallows" the business, and stock of the buyer continues to be traded. In the pure sense of the term, a merger happens when two firms, often about the same size, agree to go forward as a new single company rather than remain separately owned and operated. This kind of action is more precisely referred to as a "merger of equals." Both companies' stocks are surrendered, and new company stock is issued in its place. For example, both Daimler-Benz and Chrysler ceased to exist when the two firms merged, and a new company, DaimlerChrysler, was created. In practice, however, actual mergers of equals don't happen very often. Often, one company will buy another and, as part of the deal's terms, simply allow the acquired firm to proclaim that the action is a merger of equals, even if it's technically an acquisition. Being bought out often carries negative connotations. By using the term "merger," dealmakers and top managers try to make the takeover more palatable. A purchase deal will also be called a merger when both CEOs agree that joining together in business is in the best interests of both their companies. But when the deal is unfriendly--that is, when the target company does not want to be purchased--it is always regarded as an acquisition. So, whether a purchase is considered a merger or an acquisition really depends on whether the purchase is friendly or hostile and how it is announced. In other words, the real difference lies in how the purchase is communicated to and received by the target company's board of directors, employees and shareholders." (VERY GOOD source: http://www.investopedia.com/university/mergers/mergers1.asp) |
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merger by acquisition Explanation: http://tis.consilium.eu.int/servlet/driver?page=tispcl&CC=3&... -------------------------------------------------- Note added at 2 mins (2004-07-24 10:14:52 GMT) -------------------------------------------------- (Council of the European Union terminology database) -------------------------------------------------- Note added at 3 days 9 hrs 49 mins (2004-07-27 20:02:18 GMT) -------------------------------------------------- I am not a specialist, so I won\'t discuss this any further. The term \"merger by acquisition\" seems to have been used in the English version of the European Directive 78/855/EWG Verschmelzung von Aktiengesellschaften (where it says \"Verschmelzung durch Aufnahme\" in German) and the pair found it\'s way into another European glossary http://scic.cec.eu.int/DAI/terminology/download_gloss/T00328... You might want to have a look at the discussion on the leo website http://forum.leo.org/archiv/2003_01/02/20030102161703e_en.ht... http://www.pinkernell.de/glossary.htm#A_Reorganization Verschmelzung durch Aufnahme (merger) |
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