Issues Of Succession At Reorganization Of Economic Businesses By Way Of Merge

Abstract

The paper deals with the issues of creation of universal succession at the merger of economic businesses, including companies. Universal succession as compulsory condition of economic businesses’ reorganization by way of merger is defined as change of the subject matter of legal relations by operation of law, which results in all rights and obligations of predecessors being transferred to the successor. The attention is drawn to the fact that merger has its economic essence and purpose – pooling of capital and business enlargement. Considering this, it is proposed to distinguish merger as a type of reorganization (a set of legally significant actions and adoption of juridical acts – reorganizational legal relations) based on actual transfer of assets and consolidation of property of economic businesses, and succession as transfer of rights and obligations from one person to another, which allows to define its time limits and subject matter. The attention is drawn to the fact that creditors of a person that is being terminated are not participants of reorganizational legal relations. The dynamics of reorganizational relations has been studied. It is argued that drafting and approval of a transfer act is not an element of legal composition required for legitimation of a newly created subject, and it does not have independent significance for the definition of the moment of succession creation. It is reasoned that the moment of universal succession creation at merger shall be defined as the date of state registration of the newly created company, which would contribute to the protection of rights and legitimate interests of its creditors. After incorporation of a new company, reorganizational relations as to termination of persons on the basis of which the company was established by way of merger remain internal for this company, and the creditors’ realization of their right of demand to successor does not depend on further dynamics of these relations (including making of corresponding entries to the state register on legal persons that have been terminated).