No L 295/36 Official _)ournal of the Europeah-Communiti_es 120.10. 78 I (Acts whose publication is not Obli;gaft»oor)f G COUNCIL THIRD COUNCIL DIRECTIVE =~ of 9 October 1978 ' based on Article 54 (3) (g) of the Treaty concemlng mergers of - publrc lnrmted liability companres : (78/855/EEC) THE COUNCIL OF THE EUROPEAN COMMUNITIES Having regard to the Treaty establrshmg the EurOpean Economic Community, and in particular Article 54 (3) (g) thereof, Having regard to the proposal from the Commis- sion (1), Having regard to the opinion of the European Parlia-- ment (2), Having regard to the opinion of the Economic and - Social Committee (3), Whereas the coordination provided for in Article 54 .' (3) (g) and in the general programme for the abolition of restrictions on freedom of establishment (*) was begun with Directive 68/151/EEC (3); Whereas this coordination was continued as regards companies be coordmated and that provision for mergers should ‘be ~made in- the laws of all ther A Member States y Whereas in the context. of such coordmatron it is partl-r' - “cularly important that- the 'shareholders of ‘merging companies be: kept: adequately informed. in as: objec- tive a manner as possible and that their nghts be suit-" - ably protected : Whereas the protect:on of employees nghts in the »l event of transfers of undertaklngs, businesses or parts - of businesses is at present regulated by Dlrectlve o - 77M187/EEC(); L :persons the formation of public limited liability companies . and the maintenance and alteration of their capital with Directive 77/91/EEC(¢), and as regards the annual accounts of certain types of companies with Directive 78/660/EEC (%) ; Whereas the protection of the interests of members and third parties requires that the laws of the Member States relating to mergers of public limited -liability (1) OJ No C 89, 14. 7. 1970, p. 20. (%) OJ No C 129, 11. 12. 1972, p. 50; OJ No C 95, 28. 4. 1975, p. 12. () OJ No C 88, 6. 9. 1971, p. 18. () OJ No 2, 15. 1. 1962, p: 36/62. () OJ No L 65, 14, 3. 1968, p. 8. - (¥) OJ No L 26, 31. 1. 1977, p. 1. (') OJ No L 222, 14. 8. 1978, p. 1. --"Whereas credxtors, mcludmg debenture holders and_.:; the merging = ‘having " other - claims - ‘on : companies must be: protected so. that the - merger does S ~ not adversely affect thelr mterests Whereas ‘the disclosure requrrements of Dll‘CCthCVA 68/151/EEC must be extended to include mergers so " that third partles are. kept adequately mformed Whereas the safeguards afforded to members and,‘ R third parties ‘in connection’: with - -mergers must be extended "to cover ‘certain - legal practices -which in . ~ important. respects are- similar to merger, so that- the = ' bhgatnon to: provnde such protectron cannot bej’._'. R evaded W61' 5 3 19771P 26 Lo L