By Dirk Van Gerven
This dialogue of the Cross-Border Merger Directive and its imposing laws in every one Member kingdom of the ecu Union and the ecu financial zone presents businesses and their advisors with beneficial perception into the felony framework appropriate to, and the tax remedy of, cross-border mergers through the ecu financial quarter. research of the group principles laid down within the Cross-Border Merger Directive and the neighborhood principles at the tax therapy of cross-border mergers is complemented through chapters at the imposing laws in each one Member kingdom, ready in response to a standard layout and contributed by way of a practitioner from each one nation. Annexes include the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a listing of the imposing laws in every one Member country (Annex III).
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Additional resources for Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 1)
16(3)(a) Dir. and Art. ). If such a reduction is envisaged, there are two possibilities (Art. 16(3)(a) Dir. and Art. ): (i) If employee participation covers at least 25 per cent of the total number of employees of the merging companies, a decision is validly taken by two thirds of the members of the SNB representing at least two thirds of the employees, including the votes of members representing employees from at least two Member States. The purpose of this particular rule is to preserve, insofar as possible, employee participation rights in the merging companies, in accordance with the before-and-after principle.
C Role and functioning of the SNB (i) Role of the SNB 16. The SNB and the competent organs of the merging companies shall determine written arrangements for employee participation in the company resulting from the cross-border merger. To this end, the competent organs of the merging companies must inform the SNB of the merger plan and process, up to registration of the company resulting from the merger (Art. 16(3)(a) Dir. and Art. ). The SNB may also decide not to open negotiations or to terminate negotiations already under way and to rely on the participation rules in force in the Member State where the registered office of the company resulting from the cross-border merger will be situated (Art.
National law may provide, however, that this statement can be prepared without having to take a fresh physical inventory. 43 Each shareholder is entitled to obtain copies upon request and free of charge of the documents made available at the company’s registered office. 44 6 Protection of minority shareholders 28. The protection of shareholders in a cross-border merger is governed by national law (Art. ). The applicable provisions of the law of the Member State where the merging company is situated will apply.
Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 1) by Dirk Van Gerven