Download Cross-Border Mergers in Europe (Law Practitioner Series) by Dirk Van Gerven PDF

By Dirk Van Gerven

This dialogue of the Cross-Border Merger Directive and its imposing laws in each one Member nation of the eu Union and the ecu monetary region offers businesses and their advisors with worthwhile perception into the felony framework appropriate to, and the tax therapy of, cross-border mergers during the eu fiscal region. research of the neighborhood principles laid down within the Cross-Border Merger Directive and the group principles at the tax remedy of cross-border mergers is complemented via chapters at the enforcing laws in each one Member kingdom, ready in response to a standard layout and contributed through a practitioner from each one kingdom. Annexes comprise the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a listing of the imposing laws in each one Member nation (Annex III).

Show description

Read Online or Download Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 2) PDF

Similar administrative law books

Two Cheers for Contingent Fees

If the USA is a lawsuit hell, then contingent-fee attorneys are usually thought of its devils. Contingent charges were known as unwarranted and the attorneys who settle for them were denounced as unethical and uncivilized. moreover, in the course of elevated filings and escalating awards, it's tricky to not observe that a few plaintiffs' legal professionals became very wealthy.

The Province of Administrative Law

Up to now decade, administrative legislations has skilled impressive improvement. It has continuously been probably the most dynamic and powerful components of felony innovation and of judicial activism. It has elevated its achieve into an ever broadening sphere of private and non-private actions. principally throughout the mechanism of judicial assessment, the judges in different jurisdictions have prolonged the ambit of the conventional treatments, partially in accordance with a perceived have to fill an responsibility vacuum created via the privatisation of public organisations, the contracting-out of public prone, and the deregulation of and trade.

Compulsory Insurance and Compensation for Bunker Oil Pollution Damage

Oil tankers aren't the single vessels that experience prompted oil pollutants at sea. various spills long ago were of heavy gas oil from non-tankers. notwithstanding, the overseas legal responsibility and repayment regime lined in basic terms oil toxins harm attributable to oil tankers. there has been therefore a necessity to carry the legislations on marine oil toxins aware of oil pollutants harm attributable to non-tankers.

Defining Rape: Emerging Obligations for States under International Law?

The crime of rape has been well-known in all contexts, even if dedicated in the course of armed clash or in peacetime, and has mostly been characterized by way of a tradition of impunity. overseas legislations, via its branches of foreign human rights legislations, foreign humanitarian legislations and overseas legal legislation, has more and more condemned such violence and is steadily obliging states to avoid rape, no matter if devoted by means of a country agent or a personal actor.

Extra resources for Cross-Border Mergers in Europe (Law Practitioner Series) (Volume 2)

Sample text

Following the registration of the cross-border merger with the General Commercial Register, the merger can no longer be held as null and void (Art. 15 Greek Law on Cross-border Mergers) by anyone. There is no exchange of shares issued by the acquiring company in consideration for shares in the company/companies being acquired in the following cases: (i) when the shares in the company/companies being acquired are owned by the acquiring company or by third parties acting in their own name but on behalf of the acquiring company; or (ii) when the shares in the company/companies being acquired are owned by the companies themselves or by third parties acting in their own name but on behalf of the company/companies being acquired.

The management or administrative organ of each of the merging companies must draw up the common draft terms of the cross-border merger, the minimum contents of which are listed in Article 5 of the Cross-border Merger Directive. Under French law, such draft terms must include (Art. 236-14 Commercial Code): 18 (i) the form, name and registered office of the merging companies and of the company resulting from the cross-border merger; (ii) the ratio applicable to the exchange of securities or shares representing the company’s capital and, as the case may be, the amount of any cash payment; (iii) the terms for the allotment of securities or shares representing the capital of the company resulting from the merger, together with the date from which the holding of such securities or shares representing the company capital will entitle the holders to share in profits and any special conditions affecting that entitlement; (iv) the date from which the transactions of the merging companies will be treated for accounting purposes as being those of the company resulting from the cross-border merger; (v) the rights conferred by the company resulting from the cross-border merger on shareholders enjoying special rights or on holders of securities other than shares representing the company capital, or the measures proposed concerning them; France 12 (vi) any special advantages granted to the experts who examine the draft terms of the cross-border mergers or to members of the administrative, management, supervisory or controlling organs of the merging companies; (vii) information as to the evaluation of assets and liabilities transferred to the company resulting from the cross-border merger; (viii) dates of the merging companies’ accounts used to establish the conditions of the cross-border merger; (ix) the articles of association of the company resulting from the cross-border merger; (x) where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the company resulting from the cross-border merger are determined; (xi) the likely repercussions of the cross-border merger on employment.

When the merger occurs within the first months of the fiscal year but the annual accounts of the last fiscal year have not been approved yet or have been approved for less than a month, the shareholders must be provided with the 21 16 Cross-border mergers in Europe annual accounts approved for the past two fiscal years and the corresponding management accounts, as well as the accounts not approved yet but certified by the statutory auditors or if they have not been decided upon by the management, an intermediary accounting statement dated less than three months.

Download PDF sample

Rated 4.24 of 5 – based on 45 votes