The Regulations Governing Mergers Acquisitions Across The European Community

This second edition provides an exhaustive analysis of the European Community rules relating to merger control, including the new EC Merger Regulation 139/2004 of 20 January 2004 which entered into force on 1 May 2004 and the latest interpretive notices adopted by the European Commission. The book draws upon the authors' detailed and practical knowledge of the subject as officials at DG Competition and practitioners specialising in this field, and will be updated through a companion website.

The European Union (EU) Merger Directive removes certain tax disadvantages encountered by companies and their shareholders in the course of a restructuring operation. However, in spite of amendments and European Court of Justice's (ECJ) interpretations of its provisions, various shortcomings remain. This thoroughgoing analysis, broader and deeper than any prior work on the subject, addresses all the Directive's subtopics methodically, following the paragraphs of Articles 1-15 in their logical succession. The author analyses the points in which the Merger Directive falls short of attaining its stated objective, and he also examines how these shortcomings could be scaled. To do so, he tests the Merger Directive against its own objective, primary EU law (the fundamental freedoms and the unwritten general principles of EU law) and non-discrimination provisions in relevant treaties. Each of the following questions is addressed and responded to in depth: – Which entities have access to the Merger Directive and which entities should have access to it? – Which operations are covered by the Merger Directive and which operations should be covered? – Which tax disadvantages to cross-border restructuring operations does the Merger Directive aim to remove, which tax disadvantages have been actually removed, which tax disadvantages remain, and how should the Merger Directive be amended to remove the remaining tax disadvantages? – How tax avoidance should be combated under Article 15(1)(a) of the Merger Directive, which possible types of tax avoidance can be identi¬fied, and how the Merger Directive should be amended? – Which cases of double taxation does a taxpayer engaging in cross-border restructuring operations potentially encounter, and how they can be taken away by the Merger Directive? The key shortcomings that are identifi¬ed are: the Merger Directive’s objective is not stated precisely; minimum harmonisation does not lead to a common tax system; exhaustive lists are used as legislative technique; the Merger Directive does not add much to the outcomes reached through negative harmonisation; and the de¬finitions of qualifying operations are not fully aligned with corporate law. Chapter 6 contains a deeply informed and viable proposal for the amendment of the Merger Directive. This is the fi¬rst treatment not only to evaluate the Directive's effi¬cacy in detail but also to offer real solutions to its shortcomings. It will be welcomed by policymakers, judges, practitioners and academics, and the recommendations it contains are sure to affect ongoing amendments and jurisprudence on the Merger Directive.

Derived from Kluwer’s multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by highly experienced partners in the leading international law firm O’Melveny & Myers LLP provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in European Union. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in European Union. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.

This book is a Claeys and Casteels title, now formally part of Edward Elgar Publishing. With extensive updating in the decade since the publication of the second edition, and written by the key Commission and European Court officials in this area, as well as leading practitioners, the third edition of this unique title provides meticulous and exhaustive coverage of EU Merger Law.

European Community Merger Control: A Practitioner's Guide presents a current and comprehensive `one-stop' review of jurisdictional, procedural and substantive issues, arising under the European Community's merger control system. The treatise, written by practitioners for practitioners, presents legal, economic and comparative analyses of the European system and real-world solutions to enable antitrust advisors to guide their clients' mergers, acquisitions and joint ventures successfully through the Merger Regulation's sometimes turbulent regulatory waters.

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).

Derived from Kluwer's multi-volume Corporate Acquisitions and Mergers, the largest and most detailed database of M&A know-how available anywhere in the world, this work by a highly experienced partner in the leading international law firm O'Melveny & Myers LLP provides a concise, practical analysis of current law and practice relating to mergers and acquisitions of public and private companies in the European Union. The book offers a clear explanation of each step in the acquisition process from the perspectives of both the purchaser and the seller. Key areas covered include: structuring the transaction; due diligence; contractual protection; consideration; and the impact of applicable company, competition, tax, intellectual property, environmental and data protection law on the acquisition process. Corporate Acquisitions and Mergers is an invaluable guide for both legal practitioners and business executives seeking a comprehensive yet practical analysis of mergers and acquisitions in the European Union. Equivalent analyses of M&A law and practice in some 50 other jurisdictions, all contributed by leading law firms, are accessible on-line at www.kluwerlawonline.com under Corporate Acquisitions and Mergers.