a)
Protection of partnership
shares and rights
- The transferred company's partners have the right to claim with respect to the shares and rights of the transferee company at a value that corresponds to existing partnership shares and rights. Such claim is determined taking into account the value of the assets of companies participating in the merger, the assigned voting rights and other significant matters.
- In the determination of the exchange rates of partnership shares, an equalization payment may be specified provided that partnership shares assigned to the partners of the transferred company do not exceed one tenth of their actual values.
- Non-voting shares or shares with voting rights are provided to the partners of the transferred company having non- voting rights at the same value.
- Equal rights at the transferee company or a fair amount of provision are given in exchange for the privilege rights associated with the existing shares of the transferred company.
- The transferee company must grant the equivalent rights to the profit sharing certificates holders or purchase the profit sharing certificates at the actual value prevailing at date the merger agreement is signed.
b)
Cash payment for withdrawals
Partners may be granted option in the merger agreement to choose to acquire shares and partnership rights in the transferee company or to receive a cash payment for withdrawals that corresponds to the actual value of the transferred company's shares
In the merger agreement companies participating in the merger may stipulate only to grant cash payment for withdrawals.
