Cross Border Mergers In Europe

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.

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).

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

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.

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).

The thirty-second edition of the Comparative Law Yearbook of International Business comprises two volumes, each dealing broadly with issues relating to cross-border mergers and acquisitions. Volume A provides 16 chapters and examines mergers and acquisitions in Europe. Volume B provides 16 chapters and treats mergers and acquisitions in North America, Latin America, and Asia and the Pacific. Each consists of national reports and treatments of selected issues within the respective regions. Volume A, Mergers and Acquisitions in Europe, Selected Issues and Jurisdictions, examines asset deals in Austria, practical advice for cross-border transactions, intellectual property issues in cross-border mergers and acquisitions, taxation, and the formal requirement for share and asset transactions involving German companies, as well as national reports on Belgium, Cyprus, the Czech Republic, Greece, Germany, Hungary, Italy, Portugal, Turkey, and Ukraine, and an overview of the European Union.

Cross-border mergers and acquisitions (CBM&As) activity has become an important vehicle for firms’ internationalization and corporate restructuring over the past three decades. Despite the huge volume of global CBM&A activity, however, there are few books which carefully explore the strategies, motives, and consequences of global mergers and acquisitions. This book discusses and synthesizes the theoretical literature on the motivation and performance of international merger activities. Focusing on the UK as a top acquiring country in the European Union, the authors explore the recent trends in cross-border mergers and acquisitions, motives for cross-border mergers and acquisitions, the mergers integration process, home and host countries’ macroeconomic consequences on mergers and acquisitions, and shareholder’s wealth effects on CBM&A. This book explores and sheds much-needed light on the UK CBM&A market, what drives it, and what lessons can be learned for other regions around the globe.