اندماج الشركات المساهمة في القانون الإماراتي

Abstract

The study aims to explain the merger process and the reasons that drive companies to merge, as the economic activities around the world began to move towards agglomeration and integration, mergers, and the formation of giant entities that can withstand global changes. The problem of the study is the fear of both partners and creditors for their money and rights after the merger process, which despite its importance, still faces obstacles, including those related to the theoretical aspect and the presence of deficiencies in applied and some legal laws. For the purpose of achieving the research objectives, the researcher followed the analytical method. The study was divided into four chapters, where the researcher dealt in the first chapter with the legal concept of merger, its advantages and disadvantages in addition to its legal nature and scope of its application, as well as the investigation and completion of the merger process, in terms of its essence, preparation and publicity. In addition to the procedures of the merger process, estimation of the assets and liabilities of companies and a statement on how to increase its capital, with an explanation of the ways for the partners to agree to the merger contract and how to submit the merger application to the official authorities. In addition to the effects of the merger on the partners, creditors and debtors, there are bondholders, and its impact on the companies involved in it, people and contracts. The researcher also touched on a field study of the merger of Emirate banks, as the researcher dealt with two case studies of the merger process in the United Arab Emirates, which resulted in "Emirates NBD" and "First Abu Dhabi Bank". The study concluded with a set of findings and recommendations, the most important of which are: that the merger may result in damages to the bondholders of the merging or merging companies, which requires the determination of guarantees to ensure that they obtain their rights as creditors of these companies. The study also recommended the necessity of adding legal texts regulating how foreign companies and their branches operating in the UAE can merge with a national company in order to allow companies to merge under liquidation. This gives it the opportunity to rise from its stumbling block and continue its project, but under the wing of the merging or new company.