Cross-border Mergers, Divisions and Conversions: Accomplishments and Deficits of the Company Law Package

2019 ◽  
Vol 16 (1-2) ◽  
pp. 222-272
Author(s):  
Jessica Schmidt
Keyword(s):  
European Commission ◽  
Company Law ◽  
Cross Border

On 25 April 2015, the European Commission, as a part of its Company Law Package, presented a proposal for amending the Company Law Directive (CLD) as regards cross-border conversions, mergers and divisions (Mobility Directive Draft – MobilD-D). This article critically analyses the accomplishments and deficits of this proposal.

scholarly journals EU-US Digital Data Exchange to Combat Financial Crime: Fast is the New Slow

2018 ◽  
Vol 19 (5) ◽  
pp. 1251-1267 ◽  
Author(s):  
Els De Busser
Keyword(s):  
Data Exchange ◽  
Legal Framework ◽  
Company Law ◽  
Digital Data ◽  
Digital Evidence ◽  
Criminal Prosecution ◽  
Legal Assistance ◽  
Mutual Legal Assistance ◽  
Cross Border ◽  
Digital Nature

AbstractCriminal offenses with the most different modi operandi and levels of complexity can generate digital evidence, whether or not the actual crime is committed by using information and communication technology (ICT). The digital data that could be used as evidence in a later criminal prosecution is mostly in the hands of private companies who provide services on the Internet. These companies often store their customers’ data on cloud servers that are not necessarily located in the same jurisdiction as the company. Law enforcement and prosecution authorities then need to take two steps that are not exclusive for evidence of a digital nature. First, they need to discover where the data is located—with which company and in which jurisdiction. Second, they need to obtain the data. In considering digital evidence, the last step, however, is complicated by new issues that form the focus of this paper. The first concern is the practice by companies to dynamically distribute data over globally spread data centers in the blink of an eye. This is a practical concern as well as a legal concern. The second issue is the slowness of the currently applicable international legal framework that has not yet been updated to a fast-paced society where increasingly more evidence is of a digital nature. The slowness of traditional mutual legal assistance may be no news. The lack of a suitable legal framework for competent authorities that need to obtain digital evidence in a cross-border manner, nonetheless, creates a landscape of diverse initiatives by individual states that try to remedy this situation. A third issue is the position that companies are put in by the new EU proposal to build a legal framework governing production orders for digital evidence. With companies in the driver's seat of a cross-border evidence gathering operation, guarantees of the traditional mutual legal assistance framework seem to be dropped. A fourth issue is the position of data protection safeguards. US based companies make for significant data suppliers for criminal investigations conducted by EU based authorities. Conflicting legal regimes affect the efficiency of data transfers as well as the protection of personal data to citizens.

Company law and workers' interests

2005 ◽  
Vol 11 (2) ◽  
pp. 179-188 ◽  
Author(s):  
Robbert van het Kaar
Keyword(s):  
Corporate Governance ◽  
Employee Participation ◽  
Company Law ◽  
The Other ◽  
Current Debate ◽  
European Directives ◽  
European Company ◽  
Cross Border ◽  
The One ◽  
Takeover Bids

Developments in company law in many cases have a significant impact on the interests of employees and their representatives. This article gives an overview of the implications of the 14 European directives and draft directives in this area. It also takes a closer look at the 13th Directive on public takeover bids, and goes on to examine developments in the field of corporate governance. What is the place for the workers in the current debate and the various codes of behaviour that have come into being? From the employee viewpoint the developments appear to be ambiguous. On the one hand, there are signs that employees are no longer regarded as serious stakeholders in the company. On the other, the 13th Directive, the proposed Tenth Directive on cross-border mergers, the SE (European Company) Directive on employee participation and other instruments make clear provision for participation by employee representatives.

The Judicial Control of a Cross-Border Merger approved by means of an abusive resolution

2021 ◽  
Vol 18 (5) ◽  
pp. 773-793
Author(s):  
Andrés Recalde-Castells ◽  
Antonio Roncero-Sánchez
Keyword(s):  
Company Law ◽  
European Court Of Justice ◽  
Freedom Of Establishment ◽  
Judicial Control ◽  
Applicable Law ◽  
Appeal Court ◽  
Judicial Decisions ◽  
Cross Border ◽  
Court Of Justice ◽  
European Court

The fight for the control of the Mediaset group has given rise to several judicial decisions issued in various national jurisdictions and even by the European Court of Justice. Three orders of Spanish Courts have been of particular interest. Two of them were issued by a Commercial Court in Madrid and the third one was issued on appeal by the Provincial Appeal Court Madrid. They instructed the suspension of the shareholders meeting resolutions of the Spanish Mediaset company approving a cross-border merger. The content of this resolution was to approve the acquisition of the Spanish company by another company domiciled in the Netherlands thus changing the applicable law. The resolution approving the merger was presumed (provisionally) to be abusive and, eventually, null and void. The decisions of the Spanish Court were grounded on the fact that the articles of association of the resulting Dutch company would be detrimental to the minority in the Spanish company. This limits the freedom of establishment (Art. 49 TFEU) and is based on a multilevel scrutiny, resulting from the national laws applicable to each company that participates in the merger. Those judicial decisions handled with other issues of interest in company law, such as the conclusive effect of the registration of a cross-border merger, the legitimation of the minority to challenge shareholders resolutions, or the effects of a shareholders meeting resolution replacing a previous merger resolution that has been challenged before the courts.

I. Company Law and Trade in Securities

1997 ◽  
Vol 46 (1) ◽  
pp. 202-205
Author(s):  
Takis Tridimas
Keyword(s):  
European Union ◽  
Monetary Union ◽  
Financial Services ◽  
Company Law ◽  
Economic And Monetary Union ◽  
The European Union ◽  
Prudential Supervision ◽  
Securities Law ◽  
Cross Border ◽  
Legislative Activity

In the last two years there has been significant legislative activity in the field of company law. The most important development in the field of securities law has been the adoption of a directive amending, inter alia, the Investment Services Directive1 and the directive on undertakings for collective investments in transferable securities2, with a view to reinforcing prudential supervision3. A number of initiatives have been taken with a view to preparing for economic and monetary union. In particular, the Commission has submitted a proposal for a directive on cross-border credit transfers within the European Union which, if adopted, will increase efficiency of cross-border payments4. The regulation of trade in financial services between the Community and third States is of increasing importance, following the conclusion of the General Agreement on Trade in Services5.

scholarly journals The transfer of the company’s registered office

2016 ◽  
Vol 37 (1) ◽  
pp. 449-466 ◽  
Author(s):  
Saša Prelič ◽  
Jerneja Prostor
Keyword(s):  
Case Law ◽  
Company Law ◽  
Freedom Of Establishment ◽  
Legal Form ◽  
Cross Border ◽  
Court Of Justice ◽  
Registered Office ◽  
Real Seat ◽  
The Cross ◽  
The Eu

In the light of the relevant case law of The Court of Justice of the EU it is emphasized that the cross-border transfer of company’s registered office (and its real seat) must be permitted in accordance with the Treaty on the Functioning of the EU. Nevertheless, the Fourteenth Company law Directive should be adopted for the reasons of legal certainty and it should determine, whether the transfer of the registered office (without transfer of company’s real seat) to another Member State is admissible or not. Furthermore, the authors discuss the cross-border restructuring of the company, which in addition to relocation of the registered office also includes a change of its legal form. The Court of Justice of the EU has not yet decided on such cross-border restructuring, nevertheless it should be allowed based of the freedom of establishment (cross-border formal transformation).

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