Rescinding a merger agreement for just cause (LGS art. 87)
Article 87 of the General Companies Law permits an action to rescind the definitive merger agreement for just cause until the time of its registration.
What article 87
Article 87 permits judicial rescission of the definitive merger agreement for just cause before registration.
Any interested company may bring an action to rescind the definitive merger agreement for just cause until the time of its registration. The action must be filed in the jurisdiction corresponding to the place where the agreement was executed.
Source: Law 19,550, art. 87 — InfoLEG (updated official text)
Commentary
This is the last window for stopping an already agreed merger: until registration, a company may seek judicial rescission for just cause (for example, a serious change of circumstances). After registration, the merger is irreversible.
Do you need advice on this matter?
The firm is headquartered in Buenos Aires, Argentina, and advises clients worldwide.
Contact the firm