Cross Border Mergers Within The Eu
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Cross Border Mergers Within The Eu
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Author : Harm Van den Broek
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2011-11-25
Cross Border Mergers Within The Eu written by Harm Van den Broek and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011-11-25 with Law categories.
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.
Exercising Voice Across Borders Workers Rights Under The Eu Cross Border Mergers Directive
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Author : Jan Cremers
language : en
Publisher:
Release Date : 2019
Exercising Voice Across Borders Workers Rights Under The Eu Cross Border Mergers Directive written by Jan Cremers and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019 with categories.
Cross Border Mergers
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Author : Thomas Papadopoulos
language : en
Publisher: Springer Nature
Release Date : 2019-09-28
Cross Border Mergers written by Thomas Papadopoulos and has been published by Springer Nature this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019-09-28 with Law categories.
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.
The Eu Merger Regulation
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Author : Alistair Lindsay
language : en
Publisher: Sweet & Maxwell
Release Date : 2012
The Eu Merger Regulation written by Alistair Lindsay and has been published by Sweet & Maxwell this book supported file pdf, txt, epub, kindle and other format this book has been release on 2012 with Law categories.
This is the 4th edition of The EC Merger Regulation - a detailed guide to the method of merger control in the European Union. Fully revised for 2012, this comprehensive text describes how the European Commission determines approval of a notified merger, thereby providing information and techniques to complete merger deals successfully for companies operating in the European Union
European Cross Border Mergers And Reorganisations
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Author : Jérôme Vermeylen
language : en
Publisher: OUP Oxford
Release Date : 2012-03-29
European Cross Border Mergers And Reorganisations written by Jérôme Vermeylen and has been published by OUP Oxford this book supported file pdf, txt, epub, kindle and other format this book has been release on 2012-03-29 with Law categories.
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.
Cross Border Mergers In Europe Volume 1
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Author : Dirk Van Gerven
language : en
Publisher: Cambridge University Press
Release Date : 2010-03-04
Cross Border Mergers In Europe Volume 1 written by Dirk Van Gerven and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-03-04 with Law categories.
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).
Eu Law And The Harmonization Of Takeovers In The Internal Market
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Author : Thomas Papadopoulos
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2010-01-01
Eu Law And The Harmonization Of Takeovers In The Internal Market written by Thomas Papadopoulos and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-01-01 with Business & Economics categories.
Although some provisions of the Directive are obligatory for all Member States, two key provisions have been made optional: the non-frustration rule, which requires the board to obtain the prior authorization of the general meeting of shareholders before taking any action that could result in the frustration of the bid; and the breakthrough rule, restricting significant transfer and voting rights during the time allowed for acceptance of the bid. Other relevant legal issues covered in the course of the analysis include the following: A { the right of establishment as a right of legal persons; A { vertical vs.
Cross Border Investing
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Author : Julia Djarova
language : en
Publisher: Springer Science & Business Media
Release Date : 2004-03-31
Cross Border Investing written by Julia Djarova and has been published by Springer Science & Business Media this book supported file pdf, txt, epub, kindle and other format this book has been release on 2004-03-31 with Business & Economics categories.
Cross-Border Investing: The Case of Central and Eastern Europe offers a view that reflects two main hypotheses: -You cannot understand foreign direct investment (FDI) trends and developments unless you understand the company's motives to invest, -You cannot understand a company's cross-border investment decision-making unless you understand what the investment area offers. This is the reason why this text builds up a relationship between the world of companies' decision-makers and that of the policy makers in the public sector. It does so by linking the business processes to the factors that together constitute the location profile of a country or a region. Based on more than 15 years of practical experience as well as research in the field of FDI, Dr Julia Djarova offers a Cross-Border Investment Model to describe the logic behind the decision-making process concerning foreign investments made by companies. The model is illustrated by a number of case studies of multinationals.
Cross Border Mergers Within The Eu
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Author : Johannes Josephus Broek
language : en
Publisher:
Release Date : 2011
Cross Border Mergers Within The Eu written by Johannes Josephus Broek and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2011 with Consolidation and merger of corporations categories.
Shortcomings In The Eu Merger Directive
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Author : Frederik Boulogne
language : en
Publisher: Kluwer Law International B.V.
Release Date : 2016-03-23
Shortcomings In The Eu Merger Directive written by Frederik Boulogne and has been published by Kluwer Law International B.V. this book supported file pdf, txt, epub, kindle and other format this book has been release on 2016-03-23 with Law categories.
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.