Cross Border Transfers Of Undertakings

Globalization and market integration have shaped the economic climate in such a way as to give rise to a considerable increase in cross-border mergers, acquisitions and corporate restructurings. However, the primary European Union (EU) legislation in this area – the Acquired Rights Directive – brings about only partial and minimum harmonization, giving rise to differences in the employee protective regime across the EU Member States. This book, the rst full analysis of the EU-level private international law implications of the subject, masterfully addresses the plethora of questions that arise and presents well-considered and soundly based recommendations towards the introduction of a new and uniform con ict of laws path for transfers of undertakings throughout the EU. With a methodology that combines comparative, ‘black letter’, legal historical and empirical approaches, the author addresses such issues and topics as the following: – determination of applicable law both upon and after a transfer; – jurisdictional issues; – the main provisions of the Acquired Rights Directive and their content; – the main differences existing among the relevant laws of the Member States; – special characteristics of the maritime sector and seagoing workers; and – cross-border implications of Brexit. This book critically evaluates the existing rules on international jurisdiction and the con ict of laws relating to cross-border transfers of undertakings, clearly exposing the regime’s merits and demerits. Counsel representing any actor involved in a cross-border merger, acquisition, or business restructuring – transferor, transferee, or affected employees – will be well served with this exemplary account of their legal position both before and after the transfer. In addition, policymakers, legislators and interested academics will bene t greatly from the author’s clearly presented guidelines on the development of an EU-wide con ict of laws regime for transfers of undertakings.

Studienarbeit aus dem Jahr 2008 im Fachbereich Jura - Europarecht, Völkerrecht, Internationales Privatrecht, Note: 82,00 %, King`s College London (Faculty of Law), Veranstaltung: European Labour Law, Sprache: Deutsch, Abstract: While mergers, acquisitions and outsourcing processes were mainly confined to the borders of individual Member States between the late 1960s and mid-1970s, the internationalisation of capital markets, the abolition of obstacles to trade, the improved infrastructure and the widespread supply of qualified labour entailed a significant rise in the number of cross-border transfers of undertakings during the second half of the 1980s and from 1995 onwards. Between 2002 and 2006, offshoring and delocalization operations from one Member State to another increased by 800 percent according to the European Restructuring Monitor. The European Commission ascribes this trend to the enlargement of the European Union, the consolidation of the internal market and the introduction of facilitating legal measures and expects the increase of transnational transfers of undertakings to continue. The purpose of this essay is to investigate in how far the Directive could be amended to deal with the specific case of cross-border transfers of undertakings. In order to provide a sophisticated solution, I will first outline the relevant scenarios in which cross-border transfers of undertakings may possibly occur in practice and discuss whether those cases are covered or if the Directive’s scope needs to be extended. Subsequently, I will check whether the definition of transfers of undertakings is broad enough to apply to cross-border transfers or if it is necessary to introduce amendments in order to safeguard workers’ interests sufficiently. The main focus of this paper, however, lies on the analysis of the appropriateness of the three substantive pillars of protection in cross-border scenarios. Eventually, I will briefly address problems in relation to conflicts of jurisdictions before I give a personal recommendation.

This book provides answers to the following questions: how do traditional principles of private international law relate to the requirements of the internal market for the realisation of the EU’s objectives regarding the protection of weaker parties such as consumers and employees? When and how should private international law ensure the applicability of EU directives concerning the protection of weaker parties? Are the EU’s current private international law, rules on conflict of laws, and private international law approach sufficient to ensure the realisation of its objectives regarding weaker contracting parties, or is a different approach to private international law called for? The book concludes with several proposed amendments, mainly regarding the Rome I Regulation on the law applicable to contractual obligations, as well as suggestions on the EU’s current approach to private international law. This book is primarily intended for an academic audience and to help achieve better regulation in the future. It also seeks to dispel certain lingering doubts regarding the current practice of EU private international law.

This book provides a comprehensive analysis of the new methods of transnational labour regulation that are emerging in response to globalisation.

"When a business is sold by one employer to another, or the responsibility for providing a service transfers from one employer to another, what happens to the dedicated workforce? Do the employees concerned have the right to work for the new employer? And if so, do they retain the contractual and other employment rights that they enjoyed prior to the transfer, or is the new employer entitled to vary their contracts in order to harmonise their terms and conditions with those of any existing employees? These are the main issues with which the Transfer of Undertakings (Protection of Employment) Regulations 2006 SI 2006/246 (TUPE) - the focus of this Handbook - are concerned."--Back cover.

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.

This fully updated new edition provides an overview of the law regarding companies, business organizations, and capital markets in Europe, at both the European Union (EU) and Member State levels. It introduces the reader to the EU harmonization programme and describes how this has influenced corporate law in the various EU Member States. The authors describe common denominators as well as differences in the approach of national corporate laws. The authors highlight current and emerging trends in these areas of corporate law, including: the freedom of establishment of companies within the EU; the European harmonization process and Member States’ implementation of EU legislation; employee involvement in business organizations; the division of power between the different corporate bodies; the functioning and regulation of company groups; and cross-border business combinations, takeovers and restructuring tools. The laws of France, Germany and the Netherlands in particular are discussed and contrasted. This discussion also includes the United Kingdom, although no longer an EU Member State. As in earlier editions, the authors demonstrate that analysis and comparison of national corporate laws yield highly valuable general principles and observations, not least because business organizations, wherever located, tend to show a fundamentally similar set of legal characteristics. The Fourth Edition will continue to be of great value to practitioners and academics who wish to acquire a better understanding of European corporate law, in its supranational dimension as well as in the similarities and differences among the various national legal systems. It can also be used as a handbook for comparative corporate law courses.

This book provides practical, business-orientated and accessible guidance on key employment and labour law aspects in national and international transfers of business in the European Union, its member states and selected important countries around the world. It contains a comprehensive overview of relevant topics such as safeguarding of employees' rights, impacts on employees' representatives and on collective agreements, company pension entitlements, insolvency, M&A transactions and cross-border transfers of business for each country covered. This overview is accompanied by summaries of leading case law and excerpts of important national regulations. Transfers of business play an important role in today's globalised business world. In particular, employment and labour impacts of transfers of businesses are often a driving legal and business factor in national and international restructurings and M&A transactions. The successful implementation of transfers of business requires to recognise and comply with the relevant legal frameworks of the countries involved. This publication is written by specialised employment lawyers from around the globe and addresses in-house counsels, human resources managers and legal advisors in charge of or accompanying national or international transactions.