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European Cross-Border Mergers and Reorganisations

Author: Jérôme Vermeylen

Publisher: OUP Oxford

Published: 2012-03-29

Total Pages: 1587

ISBN-13: 0191630993

The most comprehensive guide to all techniques available to European companies, European Cross-Border Mergers and Reorganisations is the ideal reference tool for lawyers, auditors, notaries and scholars working in the field. Providing everything a practitioner needs to co-ordinate a successful cross-border merger, the book analyses the EU Directives and how they have been applied in each of the main EU/EEA member states. The diverging rules for each jurisdiction are highlighted and explained enabling quick comparisons to be made between countries for assessing feasibility of the chosen technique. As well as the requirements, formalities and potential pitfalls of cross-border mergers, each country analysis addresses the relevant aspects of corporate, employment and tax law such as informing shareholders and employees, verification of the legality of the merger, and language requirements. The book also considers other cross-border reorganisation techniques, such as demergers, partial demergers, the transfer of branches of activity, the creation of a Societas Europaea, or a Societas Cooperativa Europea, and the cross-boarder transfer of a company's head office or registered office, providing a practical guide to the best possible solution for a practitioner's client. European Cross-Border Reorganisations: Law and Practice is an easy-to-use reference work for legal, tax and audit professionals involved in mergers.

European Cross-Border Mergers and Reorganisations

Author: Jérôme Vermeylen

Publisher: OUP Oxford

Published: 2012-03-29

Total Pages: 0

ISBN-13: 9780199693283

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Providing analysis on cross-border mergers and alternative techniques including all relevant corporate, tax and employment law issues, the book contains the most detailed practical coverage of EU mergers in a country-by-country format.

Exercising Voice Across Borders

Author: Jan Cremers

Publisher:

Published: 2019

Total Pages: 239

ISBN-13: 9782874525124

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Since the passage of the 2005 EU Directive on cross-border mergers of limited liability companies, mergers between firms based in different countries have become an increasingly important form of corporate reorganisation in Europe. These mergers have great significance for workers' rights to information, consultation and participation. A new book written and edited by Jan Cremers (TLS) and Sigurt Vitols (WZB-Berlin) contains the results of a study of workers' rights to information, consultation and participation in EU and national law covering cross-border mergers. Based on an analysis of available statistics, nine national legal regimes and seven case studies, the authors argue that the provisions for workers' rights under the Directive are inadequate, both during the merger procedure and in the new post-merger entity. It remains to be seen whether the deficits identified in the study can be successfully addressed by the implementation of the EU Company Law Package, a new legislative initiative regulating different types of cross-border reorganisations.

Cross-Border Mergers within the EU

Author: Harm Van den Broek

Publisher: Kluwer Law International B.V.

Published: 2011-11-25

Total Pages: 816

ISBN-13: 9041140158

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As a result of the Regulation on the European Company and the Tenth Council Directive, all Member States are obliged to finally implement the merger arrangements of the 1990 Fiscal Merger Directive, forcefully raising the question of the tax consequences of cross-border mergers. This book is the first to focus in such an extended way on the meaning of the 1990 Directive’s tax provisions in this context. With unique and valuable insights drawn from legislative history documents never examined before, its detailed commentary leads to sound and practical recommendations on cross-border mergers within the EU from a tax law perspective. This book also examines to what extent taxation as a result of mergers is in line with the freedom of establishment and the free movement of capital. Clearly analysing the dangers of advance taxation, double taxation, double non taxation, and additional tax claims as a result of a merger, the book deals with such core elements as the following: the aims of cross-border merger relief schemes; the aims of cross-border merger relief schemes; transfer of losses; exit taxation; taxation of dividend withholding tax; employee participation rights; tax standing of creditors of a transferring company; and taxation of foreign shareholders. With its new insights on tax aspects of mergers within the European Union, this book will be of special value to merging companies and their shareholders, to tax administrations and courts, and to legislators who must properly implement the Merger Directive.

Cross-Border Mergers

Author: Thomas Papadopoulos

Publisher: Springer Nature

Published: 2019-09-28

Total Pages: 511

ISBN-13: 3030227537

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This edited volume focuses on specific, crucially important structural measures that foster corporate change, namely cross-border mergers. Such cross-border transactions play a key role in business reality, economic theory and corporate, financial and capital markets law. Since the adoption of the Cross-border Mergers Directive, these mergers have been regulated by specific legal provisions in EU member states. This book analyzes various aspects of the directive, closely examining this harmonized area of EU company law and critically evaluating cross-border mergers as a method of corporate restructuring in order to gain insights into their fundamental mechanisms. It comprehensively discusses the practicalities of EU harmonization of cross-border mergers, linking it to corporate restructuring in general, while also taking the transposition of the directive into account. Exploring specific angles of the Cross-border Mergers Directive in the light of European and national company law, the book is divided into three sections: the first section focuses on EU and comparative aspects of the Cross-border Mergers Directive, while the second examines the interaction of the directive with other areas of law (capital markets law, competition law, employment law, tax law, civil procedure). Lastly, the third section describes the various member states’ experiences of implementing the Cross-border Mergers Directive.

Exercising Voice Across Borders: Workers' Rights Under the EU Cross-border Mergers Directive

Author: Jan Cremers

Publisher:

Published: 2019

Total Pages:

ISBN-13: 9782874525131

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Cross-Border Mergers and Acquisitions

Author: Scott C. Whitaker

Publisher: John Wiley & Sons

Published: 2016-04-18

Total Pages: 469

ISBN-13: 1119042232

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Navigate cross border M&A for a flawless integration execution Cross Border Mergers and Acquisitions is a practical toolbox for corporate strategy and development professionals dealing with the many challenges involved in cross border M&A. With a detailed discussion of key market specifics and broadly-applicable critical insight, this book demystifies the cross border M&A process and provides a host of practical tools that ease strategic implementation. A geographical overview explains the trends in major M&A markets including Australia, Brazil, China, Russia, the U.K., and the U.S., and industry-specific guidance covers Financial Services, Aerospace and Defense, Health Care, Tech, Manufacturing, and more. Leading experts relate lessons learned while managing actual PMI (post merger integration) processes, and the discussion of cultural impacts and specific situational needs provides deep insight into the type of leadership a flawless integration requires. Corporate restructuring and internationalization efforts are increasingly relying on cross border mergers and acquisitions. Strategies, motives, and consequences are a complex navigational minefield, but this insightful guide provides solid, actionable guidance for leading a successful integration. Understand the region-specific details that make an impact Overcome common challenges and manage complex deals Gain practical insight and valuable tools for leading integration Learn the most current best practices for PMI® processes Cross border M&A is complex, with myriad challenges and obstacles inherent to the situation. Successful integration and a smooth transition are critical, and there's little wiggle room—it's a situation where you have only one chance to get it right. Cross Border Mergers and Acquisitions is an essential guide to the process, with key tools for execution.

Cross-Border Mergers in Europe

Author: Dirk van Gerven

Publisher:

Published: 2014-05-14

Total Pages: 272

ISBN-13: 9781139127325

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A discussion of the EC Regulation and Directive in all Member States with respect to cross-border mergers (28 countries).

Comparative Company Law

Author: Andreas Cahn

Publisher: Cambridge University Press

Published: 2018-10-04

Total Pages: 1095

ISBN-13: 1107186358

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Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.

Cross-Border Mergers in Europe: Volume 1

Author: Dirk Van Gerven

Publisher: Cambridge University Press

Published: 2010-03-04

Total Pages: 371

ISBN-13: 1139484524

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This discussion of the Cross-Border Merger Directive and its implementing legislation in each Member State of the European Union and the European Economic Area provides companies and their advisors with useful insight into the legal framework applicable to, and the tax treatment of, cross-border mergers throughout the European Economic Area. Analysis of the Community rules laid down in the Cross-Border Merger Directive and the Community rules on the tax treatment of cross-border mergers is complemented by chapters on the implementing legislation in each Member State, prepared in accordance with a common format and contributed by a practitioner from each state. Annexes contain the Cross-Border Merger Directive (Annex I), the Parent-Subsidiary Directive (Annex II) and a list of the implementing legislation in each Member State (Annex III).