Streamlining Corporate Mergers and Divisions of Limited Liability Companies in Estonia: Exploring the Simplified Proceedings and Waiver of Waiting Periods

Abstract

Corporate mergers and divisions are governed by extensive regulations and numerous restrictions designed to protect the interests of various stakeholders. However, these restrictions often render mergers and divisions less appealing to shareholders and fail to adequately safeguard their rights. This paper aims to analyse the existing simplified procedures and exceptions and their impact on the mergers and divisions of limited liability companies in Estonia. Additionally, it examines the potential waiver of the so-called waiting periods associated with corporate mergers and divisions.

While the primary focus is on the interaction between Estonian, German, and EU law, the findings may also be relevant to other countries due to the partially harmonised EU regulations on corporate mergers and divisions. The analysis concludes that the current exceptions and exemptions do not achieve their full intended purpose. Furthermore, although it is possible to waive the waiting period related to information rights, the waiting period imposed for declaring a merger or division resolution null and void cannot be waived.