Cross-Border Mergers in Europe

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).

Part II. National Reports for EU Member States: 19. Finland Outi Raitasuo and Johanna Haltia-Tapio; 20. France Jean-Marc Desaché; 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 Dolžan, Matija Knapic and Samo Heric; 30. Romania Gabriela Cacerea and Mihaela Ispas; 31. Spain Jaime Pereda Espeso and José Gabriel Martínez Paños; 32. Sweden Jan Bertil Andersson; Part III. Application in the EEA Member States: 33. Iceland Ólafur Arinbjörn Sigurðsson; 34. Liechtenstein Alexander Appel and Moritz Blasy; 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 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.

This overview of the legislation as applicable in all countries of the European Union and European Economic Area is a useful tool for comparative studies and for understanding the implementation of an EC Directive or EC Regulation in a specific Member State.

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.