Summary

Unlike in Estonian law, reorganisation law has an impressively long history in Germany. The first premature rules of reorganisation of companies were set out already in the German Commercial Code of 1861. Through one and a half centuries the rules have been modified and developed, although even at present the reorganisation law cannot be claimed to be complete. The last major law reform was carried out in Germany relatively recently, when the entire body of reorganisation rules was updated and formalised as a new separate act—Umwandlungsgesetz (the Reorganisation Act)—that entered into force on 1 January 1995.

At about the same time, a draft Commercial Code was prepared in Estonia, which entered into force on 1 September 1995. Although the rules of transformation were contained in the Commercial Code since its entry into force, transformation has been implemented step by step in Estonian legal practice and it has become commonplace only recently. The first decision of the Supreme Court that thoroughly analysed the liability of the members of a management body upon the merger of companies was only made on 31 March 2010.

This article sets out to analyse the particularities of the liability of a member of a management board in Estonian transformation law, with comparisons and references to German and Swiss legal literature. To limit the volume of the article, the analysis solely focuses on mergers as exemplified by a public limited company.