By Dirk Van Gerven

ISBN-10: 0521483271

ISBN-13: 9780521483278

This dialogue of the Cross-Border Merger Directive and its imposing laws in each one Member country of the ecu Union and the ecu financial quarter offers businesses and their advisors with invaluable perception into the criminal framework acceptable to, and the tax therapy of, cross-border mergers through the ecu fiscal quarter. research of the group principles laid down within the Cross-Border Merger Directive and the neighborhood ideas at the tax therapy of cross-border mergers is complemented by means of chapters at the imposing laws in every one Member nation, ready according to a standard layout and contributed via a practitioner from every one country. Annexes comprise the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and an inventory of the enforcing laws in each one Member kingdom (Annex III).

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Additional resources for Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 1)

Sample text

2 Merger with a 90 per cent subsidiary 40. In the event of a cross-border merger by acquisition by a company that holds 90 per cent or more (but not all) of the shares and other voting securities in the acquiring company or companies, the report(s) of the independent expert(s) and the documents necessary for scrutiny of the merger shall be required only to the extent the national law of one Member State governing the merging companies so requires (Art. ). The term ‘scrutiny’ is not defined but is taken to refer to the scrutiny which national law may require for a merger with a 90 per cent subsidiary.

16(3)(a) Dir. and Art. ). B Creation of an SNB 10. As soon as the above-mentioned information procedure is complete, an SNB must be established. (i) Composition 11. In transposing the Directive, the Member States must ensure that members of the SNB are elected or appointed in proportion to the number of employees employed in each Member State by the merging companies, their concerned subsidiaries or establishments, by allocating in respect of a Member State one seat per portion of employees employed in that Member State which equals 10 per cent, or a fraction thereof, of the number of employees employed by the merging companies, their concerned subsidiaries or establishments in all the Member States taken together (Art.

See no 42 of this chapter). Each merging company must submit its pre-merger certificate to the court, notary or competent authority of the Member State in which the surviving company is situated within six months of its issuance together with a copy of the draft terms of cross-border merger as approved by the general meetings of the merging companies (Art. ). The surviving company need not issue a pre-merger certificate, as its decision is part of the completion process monitored by the court, notary or authority designated to supervise completion of the merger, unless the general meeting of the surviving company is held before the completion of the cross-border merger is enacted.

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Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 1) by Dirk Van Gerven


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