Shortcomings In The Eu Merger Directive
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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.
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
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 European Commission S Jurisdiction To Scrutinise Mergers
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Author : Morten Broberg
language : en
Publisher: Springer
Release Date : 1998-04-15
The European Commission S Jurisdiction To Scrutinise Mergers written by Morten Broberg and has been published by Springer this book supported file pdf, txt, epub, kindle and other format this book has been release on 1998-04-15 with Law categories.
No major business or law firm can afford to disregard the European Commission's power in the control of mergers. Since the Council of Ministers adopted the EC Merger Regulation in 1989, The power of the European Commission has increased steadily. The scope of the Merger Regulation now occupies a central role in many mergers taking place both inside and outside the European Community. To come within the scope of merger regulation and thus within the Commission's jurisdiction, a merger must possess a `community dimension'. Despite the careful definition of this term in the Merger Regulation itself, The concept has created problems in many cases. The European Commission's Jurisdiction to Scrutinise Mergers offers a comprehensive, up-to-date analysis of all aspects of the community dimension concept. The most thorough examination of the Commission's jurisdiction to examine mergers under the EC Merger Regulation, The European Commission's Jurisdiction to Scrutinise Mergers serves as a valuable guide for businesses, their legal advisors, and competition law enforcers in both the Commission And The Member States.
Cross Border Mergers In Europe
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Author : Dirk Van Gerven
language : en
Publisher: Cambridge University Press
Release Date : 2011-09-08
Cross Border Mergers In Europe 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 2011-09-08 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).
Taxation Of European Companies At The Time Of Establishment And Restructuring
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Author : Christiane Malke
language : en
Publisher: Springer Science & Business Media
Release Date : 2010-05-07
Taxation Of European Companies At The Time Of Establishment And Restructuring written by Christiane Malke 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 2010-05-07 with Business & Economics categories.
Christiane Malke analyzes the current issues resulting from the entry into a Societas Europaea (SE), the transfer of seat of an SE from one EU member state to another and the exit out of an SE in the 27 member states of the EU taking into consideration the Merger Directive. Based on existing deficiencies the author provides reform approaches that consider changes to the national law of the member states, to EU law as well as to the proposals provided by the European Commission regarding the introduction of a Common (Consolidated) Corporate Tax Base.
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
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Author : Dirk Van Gerven
language : en
Publisher: Cambridge University Press
Release Date : 2010-03-04
Cross Border Mergers In Europe 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).
Abuse Under The Merger Directive A Different Approach To The Concept Of Valid Comercial Reasons
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Author : Dinis Tracana
language : pt-BR
Publisher: Leya
Release Date : 2016-10-01
Abuse Under The Merger Directive A Different Approach To The Concept Of Valid Comercial Reasons written by Dinis Tracana and has been published by Leya this book supported file pdf, txt, epub, kindle and other format this book has been release on 2016-10-01 with Law categories.
This thesis, entitled "Abuse under the Merger Directive - A different approach to the concept of `valid commercial reasons'", deals with the issue of tax avoidance within the scope of the Merger Directive, where the Author attempts to determine the concept of `abuse' in the context of EU cross-border restructuring transactions and deal with some practical issues arising from the application of the Merger Directive's anti-abuse provision. In order to reach the conclusions sought by the Author, a first analysis regarding the importance of `abuse' in the tax field and the financial, social and legislative consequences of these conducts driven by tax avoidance or tax evasion purposes will be undertaken. Terminological issues concerning the meaning of the concepts of tax mitigation, 'tax evasion', 'tax fraud' and 'tax avoidance' and limitations to the application of domestic anti-abuse previsions will also be addressed. This study then analyses the requirements for the application of the Merger Directive and the underlying purpose for the tax deferral system, followed by a critical review of the ECJ's case-law on the Merger Directive's anti-abuse rule. The Author then determines the scope of the said rule, through the establishment of general criteria for the finding of `valid commercial reasons', as well as criteria for the application of presumptions of abuse. Finally, this thesis approaches several practical issues arising from the application of article 15 (1) (a) of the Merger Directive, namely whether Member-States are entitled to partially apply the tax deferral system, if there is a connection between qualifying transactions and the maintenance of the holding period for the purposes of the Parent- Subsidiary Directive, whether Member-States are also entitled to apply irrebuttable presumptions of 'abuse' and what may be the consequences for the concept of `abuse' deriving from the last recommendations of the Commission. Key words: Merger Directive; tax avoidance; abuse; restructurings; reorganizations.
Cross Border Mergers In Europe
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Author : Dirk Van Gerven
language : en
Publisher:
Release Date : 2011
Cross Border Mergers In Europe written by Dirk Van Gerven 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.
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).