Cash Payments to Shareholders in Cross-Border and Domestic Mergers

The process of completing the Capital Market Union requires overcoming obstacles that delay it. The recent Directive on cross-border mergers (2019/2121/EU) has introduced or enhanced the possibility of reducing the veto rights of minority shareholders with respect to these transactions, allowing companies under certain conditions to allocate cash or other financial instruments instead of shares and permitting them to withdraw. The article examines the process of gradual evolution of the EU merger regulation from issues of shareholder “protection” versus issues of “effi- ciency” of the company and the market, analyzing the most relevant provisions of the Directive, both with respect to cross-border mergers and to their influence on domestic legislations.