The merger between cooperatives

Abstract

Cooperatives, especially in the agri-food sector, have a problem of atomization. They need to gain dimension to be more competitive. Among the different integration ways it is the merger. The merger is the process by which companies that are extinguished, all or some of them, are integrated into a single company by means of the block transfer by universal succession of their patrimonies and the passage of the partners to the society resulting of new constitution or the absorbent.

Firstly, the present paper will analyze the different ways to establish the legal regime of the merger of cooperatives that have been developed by neighboring and also North American countries (regulation in the cooperative laws themselves, referral to the regime of the rest of companies, own law for the merger of cooperatives, etc.). Subsequently, it will focus on the study of the legal regime chosen by the Spanish legal system, seeing how both state and autonomous regulations have evolved over the regulation of this figure, and how it has led us to the current situation of multiple existing cooperative laws (one national and one for each Autonomous Community), which can hinder integration processes in general and the fusion in particular. Faced with this problem, different solutions will be proposed (supplementary application of the state law, a harmonizing law, application of the Structural Modifications Act, creating a law that only regulates the supra-autonomous fusion of cooperatives, the coordination of existing legislation, etc.). Finally, a brief review will be made of the merger procedure, which, as will be verified, presents few differences with the regulation foreseen in the Structural Modifications Act, indicating which are the different types of mergers that can be found and which are the different phases of the procedure that must be followed so that the merger displays all its effects.