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).
Dirk Van Gerven is a partner in the Brussels office of NautaDutilh (a leading Benelux law firm) and a member of the Brussels and New York Bars. He has extensive experience in all areas of corporate and financial law, including securities regulation. Van Gerven is President of the Dutch-speaking section of the Brussels Bar and has published widely in the fields of corporate and financial law. Since 2003, he has also been a member of the supervisory board of Belgium's Banking, Finance and Insurance Commission.
Volume 1: Part I: 1. Community rules applicable to cross-border mergers Dirk Van Gerven; 2. Employee participation: rights and obligations Philippe Francois and Julien Hick; 3. Tax rules applicable to cross-border mergers Jan Werbrouck; 4. Scope and limitations of the Cross-Border Merger Directive Paul Storm; Part II. Application in Each Member State: National Reports for EU Member States: 5. Austria Gottfried Gassner and Andreas Hable; 6. Belgium Dirk Van Gerven; 7. Bulgaria Anelia Tatarova, Raina Dimitrova and Yordan Naydenov; 8. Cyprus Alexandros Tsadiras; 9. Czech Republic Adam Jirousek and Jan Lasak; 10. Denmark Vagn Thorup, Jeppe Buskov and Kromann Reumert; 11. Estonia Ahto Nirgi and Sven Papp; 12. Germany Andreas Wuesthoff; 13. Hungary Jacques De Servigny, Zsofia Fekete and Szabolcs Erdos; 14. The Netherlands Paul Van Der Bijl and Frits Oldenburg; 15. Poland Michal Barlowski; 16. Slovak Republic Michaela Jurkova; 17. United Kingdom Ian Snaith; Part III. Application in the EEA Member States: Norway Stig Berge and Herman Bondeson; Part IV. Annexes: Annex I. Council Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies (the 'Cross-Border Merger Directive'); Annex II. Council Directive 90/435/EEC of 23 July 1990 on the common system of taxation applicable in the case of parent companies and subsidiaries of different Member States (the 'Parent-Subsidiary Directive'); Annex III. List of national legislation implementing the Cross-Border Merger Directive. Volume 2: Part V. National Reports for EU Member States: 19. Finland Outi Raitasuo and Johanna Haltia-Tapio; 20. France Jean-Marc Desache; 21. Greece Tom Kyriakopoulos; 22. Ireland Margaret Stack, Jennifer McCarthy and Michael Greene; 23. Italy Francesco Gianni and Marco Zaccagnini; 24. Latvia Maris Brizgo, Raymond L. Slaidins and John Ja Burke; 25. Lithuania Irmantas Norkus and Eva Suduiko; 26. Luxembourg Margaretha Wilkenhuysen and Louisa Silcox; 27. Malta Adrian Gabarretta, Colm O'Connor and Nadia Cassar; 28. Portugal Margarida Barrocas, Marcelo Alves and Mariana Ferreira; 29. Republic of Slovenia Jurij Dolzan, Matija Knapic and Samo Heric; 30. Romania Gabriela Cacerea and Mihaela Ispas; 31. Spain Jaime Pereda Espeso and Jose Gabriel Martinez Panos; 32. Sweden Jan Bertil Andersson; Part VI. Application in the EEA Member States: 33. Iceland Olafur Arinbjoern Sigurdsson; 34. Liechtenstein Alexander Appel and Moritz Blasy; Part VII. Annexes: Annex I. Council Directive 2005/56/EC of 26 October 2005 on cross-border mergers of limited liability companies (the 'Cross-Border Merger Directive'); Annex II. Council Directive 2009/133/EC of 19 October 2009 on the common system of taxation applicable to mergers, divisions, partial divisions, transfers of assets and exchanges of shares concerning companies of different Member States and to the transfer of the registered office of an SE or SCE between Member States (the 'Merger Tax Directive'); Annex III. List of national legislation implementing the Cross-Border Merger Directive.