To date, the Cross-border Merger Directive is known as a successful attempt in harmonizing crossborder merger rules within the overall under-harmonisation of EU company law. Transnational companies merge across the Union in accordance with the European cross-border mergers framework. However, concerns in many respects are not met. Issues like descending shareholder protection and creditors’ rights still raise valid questions. The legal aspects of dissenting shareholders’ rights and their protection against the majority decision are notharmonized at the Union level and leave the issue under the control of the national law of the Member States. Therefore, the Member States provide divergent levels of protection for dissenting shareholders of a cross-border merger transaction within their national framework. Such divergence extends from providing no special rights for minority shareholders in cross-border mergers to transposing the respective provision in the Cross-Border Mergers Directive in national laws and provide particular remedies for such group of shareholders in cross-border mergers taking place subjected to their national law. This paper endeavors to answer the question of ‘Whether or not further harmonization of protection mechanisms for dissenting shareholders within cross-border merger transactions in the EU necessary?’.
Dual-use items, including software and technology, can be used for both civil and military purposes. Export control of such items is an important constituent part of security policies of exporter states. These measures are aimed at avoiding proliferation of weapons of mass destruction.1 The nature of dual-use goods intrigues imposition of control over exporting them to unfriendly countries or those ‘sensitive’ in terms of their ambiguous considerations of foreign policies.2 Some category of goods may be banned for export, whilst others are legitimate products that further technological development and strengthen international economic ties. The aim of the exporter states is to seek balance between safeguarding security objectives whilst not undermining competitiveness of local businesses. The paper explores the EU framework for regulating exports of dual-use goods as well as the EU participation in the international export controls regimes.