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