29.4.2011 Official Journal of the European Union L 110/1 | (Legislative acts) DIRECTIVES DIRECTIVE 2011/35/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 5 April 2011 concerning mergers of public limited liability companies (codification) (Text with EEA relevance) THE EUROPEAN PARLIAMENT AND THE COUNCIL OF THE EUROPEAN UNION, Having regard to the Treaty on the Functioning of the European Union, and in particular Article 50(2)(g) thereof, protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, with a view to making such safeguards equivalent throughout the Community (°). Having regard to the proposal from the European Commission ()  That coordination was continued, as regards the ’ formation of public limited liability companies and the maintenance and alteration of their capital, with Second - - . Council Directive 77/91/EEC of 13 December 1976 on After transmission of the draft legislative act to the national Jinati f saf s which. for th . ¢ liaments coordination of safeguards which, for the protection o par ’ the interests of members and others, are required by Member States of companies within the meaning of the . o . second paragraph of Article 58 of the Treaty, in respect Having regar(.i to tlhe opinion of the European Economic and of the formation of public limited liability companies and Social Committee ('), the maintenance and alteration of their capital, with a view to making such safeguards equivalent (), and, as o ) ] o regards the annual accounts of certain types of Acting in accordance with the ordinary legislative procedure (2), companies, with Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54(3)(g) of the Treaty on the annual accounts of certain types of Whereas: companies (°). (1) Third Council Directive 78/855/EEC of 9 October 1978 based on Article 54(3)(g) of the Treaty concerning (4)  The protection of the interests of members and third mergers Of publlc hmlted hablhty Companies (3) has parties requires that the laWS Of the Member States been substantially amended several times (¥). In the relating to mergers of public limited liability companies interests of clarity and rationality the said Directive be coordinated and that provision for mergers should be should be codified. made in the laws of all the Member States. (2)  The coordination provided for in Article 50(2)(g) of the (5)  In the context of such coordination it is particularly Treaty and in the general programme for the abolition of restrictions on freedom of establishment (°) was begun with First Council Directive 68/151/EEC of 9 March 1968 on coordination of safeguards which, for the () OJ C 51, 17.2.2011, p. 36. (3) Position of the European Parliament of 18 January 2011 (not yet published in the Official Journal) and decision of the Council of 21 March 2011. () OJ L 295, 20.10.1978, p. 36. (%) See Annex I, Part A. () 0] 2, 15.1.1962, p. 36/62. ( ( ( °) ) %) important that the shareholders of merging companies be kept adequately informed in as objective a manner as possible and that their rights be suitably protected. However, there is no reason to require an examination of the draft terms of a merger by an independent expert for the shareholders if all the sharecholders agree that it may be dispensed with. 65, 14.3.1968, p. 8. oJ L 0J L 26, 31.1.1977, p. 1. oJ L 222, 14.8.1978, p. 11.