CYPRUS Law and Practice Contributed by: Kyriacos Scordis, Sofia Tryfonos Avraam and Anna Borovska, Scordis, Papapetrou & Co LLC
• a merger by acquisition where one or more companies registered in an EU member state are acquired by another company regis - tered in another EU member state, with the acquired companies transferring their assets and liabilities to the company acquiring them and then being dissolved without going into liquidation; • a merger by a newly incorporated company where the acquired companies transfer their assets and liabilities to such newly incorpo - rated company in exchange for new shares in such companies and eventually being dis - solved without going into liquidation; and • absorption of a subsidiary by its parent com - pany. Other Laws Other relevant laws regulating M&A transac - tions in Cyprus, aside from the Companies Law, Cross-Border Mergers Directive and Takeover Bids Law as discussed above, are: • the Cyprus Securities and Stock Exchange Law (14(I)/1993), as amended (the “Cyprus Securities and Stock Exchange Law” ), which is relevant to public mergers and acquisitions; • the Transparency Requirements (Securi - ties Admitted on a Regulated Market) Law (190(I)/2007), as amended (the “Transparency Law” ) • the Market Abuse Law (102(I)/2016) (the “Market Abuse Law” ) • the Preservation and Safeguarding of Employees’ Rights in the Event of the Transfer of Undertakings, Business or Parts Thereof Law (104(I)/2000), as amended, which pro - tects the rights of employees on the transfer of a business; • the Control of Concentrations between Undertakings Law (83(I)/2014) regulating undertaking concentrations and requiring
clearance by the Cyprus Competition Com - mission (CPC); and • the Corporate Governance Code (5th Edi - tion) January 2019 (the “Code” ), issued by the Cyprus Stock Exchange (CSE) and directed towards listed companies, its purpose being primarily to promote greater transparency and sufficiently safeguard the independence of the board of directors in decision-making. 2.2 Primary Regulators The primary regulators for M&A activity are: • the Cyprus Stock Exchange (for listed entities or M&A affecting/relating to such entities); • the Cyprus Securities and Exchange Com - mission (CySEC), in relation to, inter alia, public takeover bids under the Takeover Bids Law, the Market Abuse Law or entities involved in the provision of financial services; and • the CPC, in relation to competition (anti- monopoly) law matters. To the extent M&A activity has an impact on creditors (eg, in the case of a merger), the courts also play an important role. In addition, the Cyprus Registrar of Companies and official receiver (RoC) is a relevant body as it keeps records of the information relating to both private and public companies and partner - ships including changes in shareholdings and officers. Its function is not regulatory as such. It examines and stores company information and changes relating to the company delivered under the Companies Law and related legislation; and makes this information available to the public. 2.3 Restrictions on Foreign Investments Restrictions exist in certain sectors such as banking, insurance and investment, where the
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