By Dirk Van Gerven

This dialogue of the Cross-Border Merger Directive and its imposing laws in each one Member nation of the ecu Union and the ecu fiscal region offers businesses and their advisors with beneficial perception into the felony framework appropriate to, and the tax therapy of, cross-border mergers during the eu fiscal zone. research of the group ideas laid down within the Cross-Border Merger Directive and the group principles at the tax therapy of cross-border mergers is complemented by means of chapters at the imposing laws in each one Member nation, ready according to a typical structure and contributed by way of a practitioner from every one country. Annexes comprise the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a listing of the enforcing laws in each one Member country (Annex III).

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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. ). (ii) Functioning of the SNB 17. The Directive sets forth a few rules regarding negotiations with, and the internal functioning of, the SNB. (a) Duty to cooperate 18. The SNB and the competent organs of the merging companies must negotiate in a spirit of cooperation with a view to reaching an agreement on arrangements for employee participation in the company resulting from the crossborder merger (Art.

In this case, a number of formalities designed to protect minority shareholders will not be applicable, since all shares and other voting securities are held by the (acquiring) parent company. Furthermore, when acquiring a wholly owned subsidiary, the parent company may not issue new shares in exchange for the transfer of all the subsidiary’s assets and liabilities. The common draft terms of cross-border merger must be prepared and rendered public in order to inform interested third parties, such as creditors.

45 The majority required in this respect shall be defined by national law. If national law allows shareholders to have recourse to the above-­mentioned procedures or the general meeting has resolved to allow shareholders to have recourse thereto, the authority responsible for scrutinising the merger may issue the pre-merger certificate even if the procedure has commenced. In this case, the pre-merger certificate must mention that a procedure is ongoing. The procedure must be sufficiently described in the certificate to allow third parties to identify the procedure and the country in which it has been initiated.

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