Download or read book Cross Border Mergers in Europe written by Dirk Van Gerven and published by Cambridge University Press. This book was released on 2011-09-08 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: 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).
Download or read book Cross Border Mergers written by Thomas Papadopoulos and published by Springer Nature. This book was released on 2019-09-28 with total page 511 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Cross Border Mergers in Europe written by Dirk Van Gerven and published by Cambridge University Press. This book was released on 2010-03-04 with total page 370 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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).
Download or read book Cross border Mergers Throughout the European Union written by Stanislava Valientová and published by . This book was released on 2005 with total page 106 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Cross border Mergers in the European Union written by Jeanne Theuret and published by . This book was released on 2009 with total page 80 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Cross Border Mergers within the EU written by Harm Van den Broek and published by Kluwer Law International B.V.. This book was released on 2011-11-25 with total page 816 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Cross Border Mergers in Europe written by Dirk Van Gerven and published by . This book was released on 2011 with total page 255 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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).
Download or read book Cross border Transfers of Undertakings written by Kirsten Henckel and published by Kluwer Law International. This book was released on 2017 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: European Monographs Volume 103 Cross-Border Transfers of Undertakings: A European Perspective discusses the issue of cross-border transfers of undertakings from a European perspective and offers new and different solutions to issues of conflicting laws. 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 first 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 recommendations towards the introduction of a new and uniform conflict of laws path for transfers of undertakings throughout the EU. What's in this book: 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 transfers; 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 conflict of laws relating to cross-border transfers of undertakings, clearly exposing the regime's merits and demerits. How this will help you: This book provides a comprehensive study of existing rules on jurisdiction and applicable laws to a cross-border transfer of undertaking. This book helps counsel representing any actor involved in a cross-border merger, acquisition or business restructuring - transferor, transferee or affected employees - gain a clear understanding of their legal position both before and after the transfer. Thus, this book serves as a useful resource for policymakers, legislators and interested academics by helping them to solve issues of conflicting laws and international jurisdiction relating to transfers of undertakings.
Download or read book The Effects of Cross Border Mergers and Acquisitions in the European Union written by Brian D. Diepold and published by . This book was released on 2005 with total page 342 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Mergers and Acquisitions in Europe written by Dennis Campbell and published by Kluwer Law International B.V.. This book was released on 2011-01-01 with total page 546 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book European Cross Border Mergers and Reorganisations written by Jérôme Vermeylen and published by OUP Oxford. This book was released on 2012-03-29 with total page 1587 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
Download or read book Legal Obstacles of Cross border Mergers in the European Union written by Mengling Ji and published by . This book was released on 2014 with total page 92 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Determinants of European Cross border Mergers and Acquisitions written by Miriam Manchin and published by . This book was released on 2004 with total page 56 pages. Available in PDF, EPUB and Kindle. Book excerpt:
Download or read book Cross Border Mergers and Acquisitions and the Law A General Introduction written by Norbert Horn and published by Springer. This book was released on 2001-12-21 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Cross-border mergers and acquisitions are an imperative part of the accelerated economic globalization of our time. Cross-border transaction volume now accounts for almost one-third of global M & A activity and this number will only increase as business world-wide continues to expand.; The complex legal issues to be handled in such transactions encompass the co-ordination of different concepts of corporate governance and capital market regulations in the laws involved, as mirrored by the intense debate on M & A law making within the European Union, and for example, Germany. Lawyers engaged in the.
Download or read book The European Directive on Cross Border Mergers written by Mathias Siems and published by . This book was released on 2009 with total page 24 pages. Available in PDF, EPUB and Kindle. Book excerpt: In 2005 the European Union adopted a Directive on Cross-Border Mergers, which Member States have to implement until 15 December 2007. This Directive is not only interesting for European lawyers because it addresses general problems of cross-border mergers and could therefore also become an international model for its regulation. The first part of my article outlines possible solutions for the conflict of different laws that can arise with cross-border mergers. The second part deals with the existing law on cross-border mergers in the Member States of the European Union, which, in many situations, can make cross-border mergers difficult or even impossible. As the new European Directive is therefore necessary, its history, its applicability, its basic regulatory approach, and its compromise on employees' co-determination are discussed in the third part. The fourth part addresses the likely impact of the Directive, in particular, its effect on regulatory competition. Moreover, possible alternatives and obstacles to the new Directive are examined. Finally, I return to the question of how far and in what ways the new European law on cross-border mergers could be seen as an international model.
Download or read book Potential Regulatory Obstacles to Cross border and Acquisitions in the EU Banking Sector written by Anna Garella and published by . This book was released on 2020 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: Over the past decade, cross-border merger and acquisition (M&A) activity in the EU banking sector has remained far below its pre-crisis levels, despite the regulatory reforms implemented after the financial crisis. While the EU equipped itself with the Single Rulebook, convergent supervisory practices, a common crisis management framework and the creation of the Banking Union, ring-fencing and limits to the circulation of funds across borders are still present and the EU still does not reap the full benefits of the Single Market. The purpose of this paper is to map and analyse the elements of the current EU prudential framework that create obstacles to banking groups operating across borders. The results highlight the existence of a number of potential issues at both regulatory and supervisory levels. First, policy reviews, cases and survey-based evidence suggest that the current regulatory framework relies on a territorial approach (cross-border waivers for capital and minimum requirements for own funds and eligible liabilities (MREL), inefficient intra-group financial support arrangements, a multiplicity of macroprudential tools and the existence of options and national discretions within the Single Rulebook), favours pre-positioning resources with the subsidiaries and entails market fragmentation. Ultimately, this may endanger the comparability of institutions across countries and reduce the incentive to conduct cross-border consolidation. Second, despite the progress made in achieving convergence of supervisory practices across the EU, a number of approaches are not yet fully consistent, in particular with respect to the link between prudential requirements and restrictions on distributions, and to a more transparent approach when setting risk-by-risk requirements. The absence of common and fully transparent EU practices for prudential assessment of M&A transactions, including the determination of capital requirements, further adds to the complexity. Finally, it is also suggested that the completion of the Banking Union, by further strengthening the institutional cooperation among Member States and national authorities, has a fundamental role to play in freeing up the potential of enhanced financial integration. There should also be no further delay in the progress made towards the Banking Union's achievement of single jurisdiction status.
Download or read book Exercising Voice Across Borders written by Jan Cremers and published by . This book was released on 2019 with total page 239 pages. Available in PDF, EPUB and Kindle. Book excerpt: 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.
