Cross-Border Conversions in the EU: The EU Commission Proposal
-
Francisco Garcimartín
and
Enrique Gandía
In April 2018, the EU Commission presented a Proposal of Directive -amending Directive 2017/1132- on cross-border conversions, mergers and divisions (“The Proposal”). The Proposal lays down common rules and procedures at the EU level on how a company can move from a Member State to another Member State, merge or divide into two or more new companies across borders. This paper addresses this Proposal focusing mainly on the rules on cross-border conversions. After a brief introduction, Section 2 describes the background of the Proposal and analyses some general questions. Sections 3 through 6 examine the different phases in which a cross-border conversion is structured, with particular attention to the safeguards laid down by the Proposal aimed at the protection of minority shareholders, creditors and employees. Finally, Sections 7 and 8 provide a general assessment of the text and a series of conclusions.
© 2019 Walter de Gruyter GmbH, Berlin/Boston
Articles in the same Issue
- Editorial
- The Company Law Package – Content and State of Play
- Cross-Border Conversions in the EU: The EU Commission Proposal
- Protection of Creditors and Minority Shareholders in Cross-border Transactions
- Corporate Mobility – The Involvement of Employees
- Digitalization and Corporate Law – A View from Germany
- Proposal Regarding the Use of Digital Tools and Processes in Company Law: The Practioner’s Perspective
- Discussion Report
- The Commission’s 2018 Proposal on Cross-Border Mobility – An Assessment
- Cross-border Mergers, Divisions and Conversions: Accomplishments and Deficits of the Company Law Package
Articles in the same Issue
- Editorial
- The Company Law Package – Content and State of Play
- Cross-Border Conversions in the EU: The EU Commission Proposal
- Protection of Creditors and Minority Shareholders in Cross-border Transactions
- Corporate Mobility – The Involvement of Employees
- Digitalization and Corporate Law – A View from Germany
- Proposal Regarding the Use of Digital Tools and Processes in Company Law: The Practioner’s Perspective
- Discussion Report
- The Commission’s 2018 Proposal on Cross-Border Mobility – An Assessment
- Cross-border Mergers, Divisions and Conversions: Accomplishments and Deficits of the Company Law Package
