Glossary entry

Italiano term or phrase:

fusione per incorporazione

Inglese translation:

merger through acquisition

Added to glossary by Derek Smith
Mar 17, 2003 16:25
21 yrs ago
42 viewers *
Italiano term

fusione per incorporazione

Da Italiano a Inglese Affari/Finanza
Hi folks
I know we're in the area of mergers here, but I wonder whether the addition of "per incorporazione" is significant, and how to extricate myself from the following sentence (I'm writing a press release for Pluto S.p.A.).
"il Cda di Pluto ha deliberato la fusione per incorporazione in Pluto S.p.A. di Goofy S.p.A."

TIA indeed
Derek

Proposed translations

+1
3 ore
Selected

merger through acquisition

according to the explanation given in the first link, there are 2 kinds of merger: 1)"Merger through acquisition" involves a company acquiring other companies to be part of such a company, through which the acquiring company continues to exist and the company acquired is dissolved. 2)A "merger through consolidation" refers to the merger of 2 companies to form a new companythrough which the parties merged are dissolved. (the latter, if understand correctly, is not your case).

The second link is a glossary entry for 'merger' and explains that real mergers are in fact rare indeed and that most so called mergers are in fact acquisitions. I hope this helps.
Peer comment(s):

agree James (Jim) Davis
4793 giorni
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4 KudoZ points awarded for this answer. Comment: "Thanks as always for your generous feedback here. I'm departing from protocol slightly despite the large number of agrees for Luz's eminently sensible answer (thanks), because it is manducci's excellent links that have provided me with the insight that I was lacking. It is probable that in normal circumstances "merger" alone is sufficient, but since I am translating a document specifically about a merger, I wish to be more precise. The "incorpration" option seemed to be insufficiently documented (I am not able to judge whether or not the term is used appropriately only when referring to Italian law as has been suggested), as was Kaiserina's "embodiment" (thanks). A very interesting discussion indeed. Maximum Appreciation Derek"
+2
4 min

merger through incorporation

Ref.: Dizionario di Economia Banca e Borsa Livio Codeluppi Inglese-Italiano
Italiano-Inglese
Many hits in Google.

Chiara

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Note added at 2003-03-17 17:41:14 (GMT)
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For embodiment the above mentioned dictionary gives the following definition:

embodiment: incarnazione, personificazione (incorporation) incorporazione, inclusione.

I also checked the Law Dictionary and the word \"embodiment\" is not mentioned.

In the English-Italian Law Dictionary, the word \"incorporation\" is translated as follows: incorporazione in genere; creazione o costituzione di una persona giuridica.

At \"incorporation of companies\" I find the following explanation:
Creazione di società commerciali aventi personalità giuridica. Nell\'ordinamento inglese essa ha luogo con modalità notevolmente diverse da quelle stabilite dal diritto italiano e dagli ordinamenti di civil law in genere.

That\'s why it is important to mention \"incorporation\" when you translate from Italian into English. You should find a literal translation because of the law difference.
For this reason in Google we find \"merger through incorporation\" only in Italian texts translated into English.
Peer comment(s):

agree Giusi Pasi : melius abundare... ;-)
2 min
neutral Katherine Zei : many hits, but all Italian (or portughese) ones. Qui in banca c'è l'analista inglese che mi dice si chiama merger by embodiment... boh, non vorrei accusare Codeluppi (che uso tutti giorni, poi), ma mi viene dei dubbi su "by/through incorporation".
37 min
Vedi la mia nota sopra. Trovi l'espressione solo in siti italiani tradotti perché è un tipo di fusione dell'ordinamento italiano e non puoi tralasciarne la traduzione. Poi, se più di uno ha tradotto così vorresti dire che hanno/abbiamo sbagliato tutti?
agree Antonella Andreella (X)
2 ore
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+7
4 min

Just use Merger

I dont think it is significant at all, unless Goofy S.p.A has been specifically incorporated to be merged with Pluto S.p.A
Peer comment(s):

agree Maurizio Valente : merge : www.cereghini.it/Testi/M&A two.htm
7 min
agree Katherine Zei : or else, see below
15 min
agree Mary Consonni : The google hits of "merger by incorporation" are all translations!
22 min
agree Amanda Fotheringham
24 min
agree Kimmy
4 ore
agree Grey Drane (X) : "per incorporazione di..." just seems to be explaining that it's a takeover (in the friendly sense of the word) rather than a consolidation forming a new company
5 ore
agree manducci : with Grey Dane
6 ore
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6 min

fusion through incorporation

I think you can't omit it. The company was not bought, or founded independently, it was incorporated.

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Note added at 2003-03-17 16:32:27 (GMT)
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or merger as Chiara said
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+1
15 min

merger BY incorporation

merger by incorporation

Plan of merger by incorporation of Telecom Italia Net S.p.A.
into Seat - Pagine Gialle S.p.A.
The Board of Directors of Telecom Italia Net S.p.A. (“Tin.it S.p.A.”, “Tin.it” or “Merged Company”) and the
Board of Directors of Seat – Pagine Gialle S.p.A. (“Seat” or “Merging Company”) have drafted and drawn
up the following plan of merger by incorporation (the “Merger Plan”) of Tin.it into Seat (the “Merger”) in
accordance with Art. 2501 bis of the Italian Civil Code

http://www.telecomitalia.it/allegati/fil17244{E0C1D986-1644-...
Peer comment(s):

neutral Katherine Zei : All of the hits for "merger through/by incorporation" were from Italian pages, which leads me to believe that this is a mis-translation that has since been propagated.
6 min
agree Antonio Camangi
2 ore
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17 min

merger by embodiment

in the U.K., this is what it's called.

When A takes over B, but the company remains A, then it's merger by embodiment.
Peer comment(s):

neutral Mary Consonni : can you give us some examples of "merger by embodiment"?
15 ore
okay, i'll look, but it's not used frequently anymore. now people just say "merger". i'll check around after work. ciao!
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29 min

merging by incorporation

..
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5 ore

corporate merger

I think you can't omit "corporate", as others already said.
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