380 10 Exit of Shareholders
se takeover, its logistics operations were acquired by Kasola Oyj, a small listed
company that issued shares to the shareholders of John Nurminen Oy as consi-
deration for the division of John Nurminen Oy. Kasola Oyj thus paid for the lo-
gistics operations by issuing its shares to the shareholders of John Nurminen
Oy and ended up being controlled by John Nurminen’s shareholders. Kasola
Oyj changed its name into Nurminen Logistics Oyj.Friendly divisions. A division is always friendly. According to the Sixth Company
Law Directive, there will be no division unless the administrative or management
bodies of the companies involved in a division draw up draft terms of division^242
and the division is approved by the general meeting of each company involved in
the division.^243 In a division by the formation of new companies,^244 the draft terms
of division and the memorandum or draft memorandum of association and the ar-
ticles or draft articles of association of each of the new companies will be ap-
proved at a general meeting of the company being divided.^245
Like the Third Company Law Directive, the Sixth Directive requires draft
terms of division drawn up by the administrative or management bodies of the
participating companies in writing,^246 a written report drawn up by the administra-
tion or management bodies of each of the participating companies,^247 and a written
report drawn up by independent experts such as certified auditors.^248 Shareholders
must be able to inspect all such documents at least one month before the general
meeting.^249 Draft terms of division must be published at least one month before the
date fixed for the general meeting which is to decide on the division.^250
Protection of shareholders. Because of the legal nature of divisions, it is neces-
sary to protect shareholders and creditors in all participating companies. The divi-
sion affects also those shareholders who have voted against it. There must be legal
rules on the distribution of assets and liabilities, the valuation of shares, and con-
sideration for shares or assets. According to the Sixth Company Law Directive,
the main rule on the distribution of assets and liabilities, the valuation of shares,
and the exchange ratio is disclosure.
Consideration. It is characteristic of divisions that shareholders of the company
being divided receive shares in the recipient companies and/or a cash payment.^251
Draft terms of division must specify the share exchange ratio and the amount of
any cash payment.^252
(^242) Article 3 of Directive 82/891/EEC (Sixth Company Law Directive).
(^243) Article 5(1) of Directive 82/891/EEC (Sixth Company Law Directive).
(^244) Article 21(1) of Directive 82/891/EEC (Sixth Company Law Directive).
(^245) Article 22(3) of Directive 82/891/EEC (Sixth Company Law Directive).
(^246) Article 3(1) of Directive 82/891/EEC (Sixth Company Law Directive).
(^247) Article 7(1) of Directive 82/891/EEC (Sixth Company Law Directive).
(^248) Article 8(1) of Directive 82/891/EEC (Sixth Company Law Directive).
(^249) Article 9 of Directive 82/891/EEC (Sixth Company Law Directive).
(^250) Article 4 of Directive 82/891/EEC (Sixth Company Law Directive).
(^251) Article 2(1) of Directive 82/891/EEC (Sixth Company Law Directive).
(^252) Article 3(2)(b) of Directive 82/891/EEC (Sixth Company Law Directive).